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Styrenix Performance Materials Limited — Annual Report 2021
Jul 14, 2021
60520_rns_2021-07-14_5a060dea-ddb3-4ec6-9e72-409294be529f.pdf
Annual Report
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INEOS Styrolution India Ltd. 5th Floor, Ohm House-II, Ohm Business Park, Subhanpura, Vadodara – 390 023 Gujarat, India
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www.ineosstyrolutionindia.com
July 14, 2021
To,
BSE Limited National Stock Exchange of India Limited Dept. DSC_CRD Exchange Plaza, Phiroze Jeejeebhoy Towers, Plot No. C/1, ‘G’ Block, Dalal Street Bandra- Kurla Complex, Mumbai 400 001 Bandra (‘E’) Mumbai 400 051 BSE Scrip Code: 506222 NSE Symbol: INEOSSTYRO
Subject: Submission of 48[th] Annual Report of the Company for the Financial Year 2020- 21 (e-filing) in terms of Regulation 34(1) of Listing Regulations.
Dear Sir,
Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended from time to time, we hereby submit, through e-filing mode, the 48[th] Annual Report of the Company for the financial year ended March 31, 2021 comprising of, inter-alia, Notice of the 48[th] Annual General Meeting (AGM) of the Company, Board’s Report along with its annexes, Management Discussion & Analysis, Report on Corporate Governance, Independent Auditors’ Report, Audited Financial Statements including Cash Flow Statements both on Standalone and Consolidated basis and relevant Notes attached thereto.
The 48[th] AGM of the Shareholders of the Company will be held on Friday, August 13, 2021 at 11.30 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
We request you to kindly take the same on your record.
Thanking you. Yours Faithfully,
For INEOS Styrolution India Limited
ABHIJAAT Digitally signed by AKHILESH ABHIJAAT AKHILESH SINHA Date: 2021.07.14 20:03:34 SINHA +05'30'
Abhijaat Sinha Head Legal & Company Secretary
Encl.: As above.
Head Office: INEOS Styrolution India Ltd. CIN : L25200GJ1973PLC002436 5th Floor, Ohm House-II, Ohm Business Park, Subhanpura, Vadodara – 390 023, Gujarat, India Tele : +91 265-2303201/02 Fax No: +91 265-2303203
Registered Office: INEOS Styrolution India Ltd. CIN : L25200GJ1973PLC002436 5th Floor, Ohm House-II, Ohm Business Park, Subhanpura, Vadodara – 390 023, Gujarat, India Tele : +91 265-2303201/02 Fax No: +91 265-2303203
th 48 ANNUAL REPORT 2020-21
INEOS Styrolution India Limited
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Driving Success. Together.
CARE BEYOND BOUNDARIES
The Corporate Social Responsibility Committee of the Board of Directors of the Company plans and approves plans and approves sustainable community outreach activities and initiatives based on core themes - promotion of education, preventive healthcare, infrastructural support, sanitation facilities, livelihood enhancement and community welfare. This year the Company strengthened this bond with the community through several pivotal CSR activities, like a Rooftop solar electricity generating system at Primary school in Dodka village. We also created two new toilet blocks for girl students there. INEOS Styrolution supports computer literacy and special training at Dhwani school of differently abled students at Bharuch.
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A mobile health unit service for 25 villages near Nandesari, Moxi and Katol plants spreading health and hygiene awareness, free check-ups and medications to patients. The project reaches 5 Lakh population.
We have come to aid during the COVID-19, with food packet distribution to migrant workers at Nandesari, 2000 food ration kits to needy families in Vadodara and nearby villages. The company supported yearlong food ration at the resident Sai School for differently abled students.
We are committed to our sustainability and environment protection vision. INEOS Styrolution has developed three Green-zones in Nandesari GIDC and one green zone at Dodka, for green restoration and beautification on landfills and wastelands.
SPEARHEADING STYRENICS IN INDIA
PLANTS IN INDIA
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Nandesari
Katol
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Moxi
Dahej
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INEOS Styrolution India Limited is the leader and number one producer of ABSOLAC (ABS) in India. ABS is a plastic resin produced from Acrylonitrile, Butadiene & Styrene, used for manufacturing of home appliances, automobiles, consumer durables and business machines. The company is also a leading manufacturer of ABSOLAN (SAN) which is a polymerized plastic resin produced from Styrene & Acrylonitrile, and mainly used for products such as lightings, stationeries, novelties, refrigerators and cosmetic packing.
With over 40 years of pioneering experience, INEOS Styrolution India Limited has been the most preferred supplier to our esteemed customers. We take immense effort in analyzing and understanding our customer's requirements to offer innovative solutions that enhances quality of their products. Our commitment to offer best-in-class products and customized solutions has put us in number one position. We are committed to work hand in hand with our customers to drive success together.
Our parent company, INEOS Styrolution is the leading, global styrenics supplier with a focus on styrene monomer, polystyrene, ABS Standard and styrenic specialties. With world-class production facilities and more than 85 years of experience, INEOS Styrolution helps its customers succeed by offering the best possible solution, designed to give them a competitive edge in their markets. The company provides styrenic applications for many everyday products across a broad range of industries, including automotive, electronics, household, construction, healthcare, toys/sports/leisure, and packaging.
Driving Success. Together.
BOARD OF DIRECTORS
An experienced, dedicated management team
INEOS Styrolution India Limited brings together a team of industry executives who understand the challenges facing customers in their specific markets. Their commitment to excellence and decades of experience in the styrenics industry offer genuine added value.
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Robbie Alphons Maria Buntinx Chairman
Rob Buntinx is INEOS Styrolution's President Asia-Pacific. He also holds responsibility for the company's R&D, as well as its Global Automotive and Healthcare industry teams. Mr. Buntinx started his career in 1990 at DSM in the Netherlands, where he held various technical and marketing roles. After joining BASF in 1999, he filled a number of commercial management positions in the company's specialty polymers organization. In 2011, he joined INEOS Styrolution as Vice President Styrenic Specialties EMEA. He assumed the role of Senior Vice President Global Industry Management and R&D as well as President Europe, Middle East and Africa. He holds a degree in Chemical Engineering from Hoge school Zuyd in the Netherlands.
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Anil Shankar Independent Director
Anil Shankar is a qualified Chartered Accountant from the Institute of Chartered Accountants of India (ICAI). He has rich professional experience of over 37 years in General and Financial Management with leading multinationals including Siemens, Motorola, Boston Scientific and Goodyear. Besides Operational and Strategic Financial Management, he has been engaged in Commercial including Supply Chain Management, Human Resources, IT, Taxation and Legal and has particular expertise in Mergers and Acquisitions. Mr. Shankar has served on the Boards of Motorola Group of Companies and Polaroid India. During his last assignment, he was a member of the Board of Directors and CFO of SIEMENS Healthcare. He holds a MBA in Finance and International Business from Bowling Green State University, Ohio, USA.
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Ryna Karani has been a practicing lawyer for over 25 years. She specializes in corporate commercial cross border transactions, joint ventures, banking and real estate. She serves on the boards of other listed and unlisted public companies. Ms. Karani has completed her B.A L.L.B from Mumbai University and is a partner at ALMT Legal, Advocates & Solicitors, a law firm in Mumbai.
Ryna Karani Independent Director
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Vinesh Sadekar Independent Director
Vinesh Sadekar brings over 40 years of extensive experience with deep technical, commercial and general management expertise coupled with strong business acumen across various functions from Petrochemicals, Pharmaceutical & Life sciences to Speciality Chemicals industries. He has held several C-level positions with Indian blue-chip and multinational companies. He has served as President/CEO/MD of various companies in RPG group, Danish MNC Cheminova, Navin Fluorine International Ltd., Deepak Fertilisers and Petrochemicals Ltd. He currently holds Independent Director status in Enpro Industries Ltd. and Anupam Rasayan India Ltd. He was also an Independent Director of Johnson Controls Hitachi India Ltd. for 7 years between 2011-2018 Vinesh has held the position of Chairman of Human Resource committee of OPPI – the Organisation of Pharmaceutical Producers of India representing the MNC pharma industry in India between 1999 to 2002. He is also the Founder Managing Director of a leading innovative energy saving, air and water treatment solutions company which has achieved significant and tangible success in India and other countries helping companies go-green and improve their carbon footprint. Vinesh has a degree in Chemical Engineering from the prestigious UDCT Mumbai, India.
Driving Success. Together.
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Sanjiv Vasudeva Managing Director &
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Sanjeev Madan Whole-time Director &
Sanjiv Vasudeva is the Managing Director of INEOS Styrolution India Limited. He has a rich professional experience of over 29 years in multinationals like GE, SABIC & INEOS. He is a Chemical Engineer and a certified Master Black Belt - Six Sigma. He has worked for 10 years in the Netherlands with G.E. Plastics in Quality Six Sigma, Product management and Manufacturing roles followed by 8 years in Singapore with G.E. Plastics and SABIC in Commercial and P&L leadership roles before moving to India in 2010. He was Country Head for SABIC Innovative Plastics India before joining INEOS Styrolution India Limited in 2016. He has completed his Chemical Engineering degree from MS University of Baroda.
Sanjeev Madan is the Whole-time Director & Chief Financial Officer of INEOS Styrolution India Limited. He is an accomplished Chartered Accountant from the Institute of Chartered Accountants of India (ICAI) and Bachelor in Commerce (Honors) from Shri Ram College of Commerce, Delhi University. He has rich professional experience of over 24 years in handling business financial planning and execution, strategic business support, financial control & reporting, taxation, statutory & regulatory compliances, funding & treasury management, process automation and ERP implementation. He has diverse experience in various industries like Chemical, Lubricant, Telecom, FMCG and Consultancy. Major reputed companies previously he has worked with SABIC Innovative plastic, Valvoline Cummins India Ltd., Bharti Airtel Limited, Coca Cola India and Ernst & Young.
NOTES
Driving Success. Together.
PRODUCT PROFILE
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ABSOLAC / NOVODUR (ABS)® ®
ABSOLAC®/ NOVODUR® is a plastic resin produced from acrylonitrile butadiene styrene (ABS). ABSOLAC® is produce exclusively in India. The products are available pre-coloured and can be tailored to your needs.
INEOS Styrolution's specialty acrylonitrile butadiene styrene (ABS) copolymers feature grades characterised by easy processing ease, high aesthetic colourful surfaces and excellent paintability, as well as good impact strength and heat resistance. They also exhibit high adhesion strength required for electroplating, as well as good mechanical strength and chemical resistance. It has applications diverse from automotive exterior: radiator grilles, light housing spoiler, helmets and automotive interior: loudspeaker grilles. Housing for electronic devices, household applications and office equipment.
®
ABSOLAN (SAN)
INEOS Styrolution's styrene acrylonitrile polymer (SAN) portfolio is available for the local market in India. ABSOLAN® grades feature a very well balanced property profile ranging from excellent transparency and good chemical resistance to high stiffness, and good dimensional stability. It has applications diverse from industrial goods, stationery, electrical appliances, household applications and cosmetic jars.
®
LURAN S (ASA)
INEOS Styrolution's acrylonitrile styrene acrylate (ASA) polymers are the benchmark styrenic polymer for weather resistance. The grades in the Luran S portfolio feature high surface quality, excellent chemical resistance and good impact strength, including enhanced color fastness and superior long-term performance when exposed to UV irradiation and heat. It has applications diverse from automotive exterior: radiator grilles, mirror housings and automotive interiors: overhead compartments. Household applications, PVC cap stock for sheets, sidings, roof tiles and gardening equipment.
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®
NOVODUR HIGH HEAT (ABS HH)
INEOS Styrolution's speciality acrylonitrile butadiene styrene (ABS) is the material of choice for heat resistance and aesthetics. The copolymers feature grades with a well-balanced mix of properties for injection molding, including good impact strength, dimensional stability and heat resistance. Novodur high heat is ® easy to process and creates highly aesthetic, colourful surface appearance. The versatile product line is available pre-coloured and contains products with unique features to fit the most demanding product applications. Like for automotive exterior: mirror housings, light housings, front grills, trims and for automotive interiors: glove box, centre consoles and instrument panel trims. Vacuum cleaners housings and coffee machines.
STYROLUTION PS General Purpose Polystyrene (GPPS)®
®
INEOS Styrolution's STYROLUTION PS-General Purpose Polystyrene (GPPS) resins are transparent polymers suitable for injection molding and extrusion applications. Uses for these products vary from food service and food packaging to refrigerator components, healthcare and diagnostic and lab ware as well as XPS insulation. Flexible property makes it ideal for toys, cases, hangers, plastic cups, IT equipment, jewel boxes, disposable medical products, bath accessories and garden equipments.
® PS-High Impact Polystyrene (HIPS)
STYROLUTION
INEOS Styrolution's STYROLUTION® PS-High Impact Polystyrene (HIPS), impact modified PS resins are a line of robust grades designed to fulfil a variety of customer's needs. Whether the application is intended for a single use yogurt cup or a durable refrigerator liner, STYROLUTION® PS HIPS resins can meet the demands of technically challenging applications. Key applications are Electronic goods housings, Refrigerator liners and parts, Toys and Stationary products, household items, Food packaging products like cups, dishes, containers, yogurt bottles etc.
Driving Success. Together.
5 YEARS STATISTICAL INFORMATION
| (` in lakhs) | |||||
|---|---|---|---|---|---|
| YEAR | 2020-21 | 2019-20 | 2018-19 | 2017-18 | 2016-17 |
| NO OF MONTHS | 12 | 12 | 12 | 12 | 12 |
| Equity Share Capital | 1,758.6 | 1,758.6 | 1,758.6 | 1,758.6 | 1,758.6 |
| Other Equity | 87,119.4 | 59,170.0 | 60,567.4 | 62,693.2 | 56,946.3 |
| Total Equity | 88,878.0 | 60,928.6 | 62,326.0 | 64,451.8 | 58,704.8 |
| Borrowings - Long Term | 3,319.1 | 6,300.0 | 8,900.0 | 2,300.0 | - |
| Funds Employeed | 92,197.1 | 67,228.6 | 71,226.0 | 66,751.8 | 58,704.8 |
| Net Worth per equity (Rs) | 505.4 | 346.5 | 354.4 | 366.5 | 333.8 |
| Current Ratio | 3.0 | 1.8 | 1.7 | 1.9 | 1.8 |
| YEAR | 2020-21 | 2019-20 | 2018-19 | 2017-18 | 2016-17 |
| INCOME AND PROFITS | |||||
| Sale of goods | 162,880.9 | 157,671.9 | 208,784.1 | 195,010.9 | 162,819.5 |
| Proft Before Tax | 37,607.4 | (1,349.8) | (1,848.1) | 10,313.1 | 10,029.6 |
| Tax | 9,585.9 | (397.6) | (601.4) | 3,690.6 | 3,101.6 |
| Proft After Tax | 28,021.5 | (952.3) | (1,246.7) | 6,622.5 | 6,928.0 |
| Earning Per Share (Rs) | 159.3 | (5.4) | (7.1) | 37.7 | 39.4 |
| Dividend Per Share (Rs) | 10.0 | - | 2.0 | 4.0 | 4.0 |
| Return on Net worth | 31.5% | -1.6% | -2.0% | 10.3% | 11.8% |
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( ` in lakhs)
Sale of Goods Profit After Tax
208,784
195,011
28,022
162,881
162,820 157,672
6,928
6,623
2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21
-1,247 -952
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CONTENTS
| Corporate Information | 02 |
|---|---|
| AGM Notice | 04 |
| Board’s Report | 22 |
| Management Discussion and Analysis | 32 |
| Annexure - ICorporate Governance Report | 36 |
| Annexure - II - CSR | 63 |
| Annexure - III -Statement of Disclosure of Remuneration | 69 |
| Annexure - IV -Form AOC- 2 | 70 |
| Annexure - V -Conservation of Energy, Technology Absorption, | 72 |
| Foreign Exchange Earnings and Outgo | |
| Annexure - VI - SHE policy | 74 |
| Annexure - VII - Secretarial Audit Report | 75 |
| Business Responsibility Reporting | 80 |
| Independent Auditor's Report | 95 |
| Financial Statements | 105 |
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Driving Success. Together.
INEOS Styrolution India Limited
CORPORATE INFORMATION
Board of Directors
Mr. Robbie Alphons Maria Buntinx Chairman Mr. Sanjiv Vasudeva Managing Director & Chief Executive Officer Ms. Ryna Karani Independent Director Mr. Anil Shankar Independent Director Mr. Vinesh Sadekar Independent Director Mr. Sanjeev Madan Whole Time Director & Chief Financial Officer Key Managerial Personnel Mr. Sanjiv Vasudeva Managing Director & Chief Executive Officer Mr. Sanjeev Madan Whole Time Director & Chief Financial Officer Mr. Abhijaat Sinha Head Legal and Company Secretary
Board of Director Committees
| Audit Committee | Nomination and Remuneration Committee |
CSR Committee | Stakeholder Relationship and Grievance Committee |
|---|---|---|---|
| Mr. Anil Shankar | Ms. Ryna Karani | Mr. Anil Shankar | Ms. Ryna Karani |
| Ms. Ryna Karani | Mr. Anil Shankar | Mr. Vinesh Sadekar | Mr. Anil Shankar |
| Mr. Vinesh Sadekar | Mr. Robbie Alphons Maria Buninx |
Mr. Sanjiv Vasudeva | Mr. Sanjiv Vasudeva |
| Mr. Robbie Alphons Maria Buntinx |
Statutory Auditors
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M/s. Deloitte Haskins & Sells Registrar and Share Transfer Agent
M/s Link Intime India Private Limited B-102 & 103 Shangrila Complex, First Floor, Near Radhakrisha Char Rasta Akota, Vadodara,Gujarat-390020 Phone No.: 91 265 2356573 E mail: [email protected]
Bankers
The Hong Kong and Shanghai Banking Corporation Limited (HSBC) Citibank N.A. ICICI Bank Limited
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Registered Office
5th Floor, Ohm House-II, Ohm Business Park, Subhanpura, Vadodara - 390 023, Gujarat, India Tel: +91 265 2303201, 2303202 Fax: +91 265 2303203 Website: www.ineosstyrolutionindia.com E-mail: [email protected]
Nandesari Plant
51, GIDC Industrial Estate, Nandesari - 391 340, Dist. Vadodara, Gujarat Phone No.: +91 265 2840319, 2840285, 2840559, 2841010 Fax: +91 265 2840827
Moxi Plant and R & D Centre
Sankarda-Bhadarva Road, Post : Poicha - 391 350, Tal.: Savli, Dist.: Vadodara, Gujarat. Phone No.: +91 2667 244350, 244370, 244380 Fax: +91 2667 244340
Katol Plant
Halol-Kalol Road, Katol - 389 330, Taluka Kalol, Dist. Panchmahal, Gujarat Phone No.: +91 2676 235980, 235891, 235802, 235803. Fax : +91 2676 235518
Dahej Plant
Dahej Village, Vaghra Taluka, Dist.: Bharuch - 392 130 Phone No.: +91 2641 273318, 256021 Fax: +91 2641 256022
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Driving Success. Together.
INEOS Styrolution India Limited
NOTICE
To, The Member(s), INEOS Styrolution India Limited
Notice is hereby given that the 48th Annual General Meeting (AGM) of the Members of INEOS Styrolution India Limited will be held on Friday, August 13, 2021 at 11.30 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the business given below. The venue of the meeting shall be deemed to be the registered office of the Company at 5th Floor, Ohm House-2, Ohm Business Park, Subhanpura, Vadodara - 390 023, Gujarat:
Ordinary business:
- To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2021, including the Balance Sheet as at March 31, 2021, the statement of Profit and Loss for the year ended on that date along with the reports of the Board of Directors and of Auditors thereon and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 134 of the Companies Act, 2013, the Audited Financial Statements of the Company, which consist of the Balance Sheet as at March 31, 2021, the Profit and Loss Account and Cash Flow statement for the year ended March 31, 2021, along with the explanatory notes attached thereto and forming part thereof, together with the report of Board of Directors, Corporate Governance Report and Auditors' Report thereon, as circulated to the members and submitted to the meeting be and are hereby received, considered and adopted.”
- To declare a dividend on equity shares for the financial year ended March 31, 2021 and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT a dividend at the rate of 10/- (Rupees Ten only) per equity share of 10/- (Ten rupees) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2021 and the same be paid out of the profits of the Company for the financial year ended March 31, 2021.”
- To appoint Mr. Sanjiv Vasudeva, who retires by rotation, as a Director and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable a provisions of the Companies Act, 2013, Mr. Sanjiv Vasudeva (DIN:06570945), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.”
Special business:
- To appoint Mr. Robbie Alphons Maria Buntinx as a Non-Executive and Non-Independent Director and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder [including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof for the time being in force], Mr. Robbie Alphons Maria Buntinx (DIN: 08830690), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from August 28, 2020 in terms of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company, being so eligible, be and is hereby appointed as a Non-Executive, Non-Independent Director, liable to retire by rotation;
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) and the Company Secretary, be and are, hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”
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- To appoint Mr. Vinesh Sadekar as an Independent Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149 and 152 read with other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], Mr. Vinesh Sadekar (DIN: 00046815), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from January 1, 2021 in terms of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company, being so eligible, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a period of three consecutive years w.e.f. 1 January 2021;
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) and the Company Secretary, be and are, hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”
- To appoint Mr. Sanjeev Madan as a Director liable to retire by rotation and Whole-time Director of the Company, designated as Whole-time Director and Chief Financial Officer, for a period of 3 years w.e.f. January 1, 2021 and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder [including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof for the time being in force], Mr. Sanjeev Madan (DIN : 07533471), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from January 1, 2021, in terms of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company, being so eligible, be and is hereby appointed as a Director of the Company, liable to retire by rotation;
RESOLVED FURTHER THAT pursuant to the recommendation and approval by the Nomination and Remuneration Committee and approval by the Board of Directors at their respective meetings held on December 30, 2020 and pursuant to the provisions of Section 196,197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or any re-enactment(s) thereof for the time being in force], approval of the members of the Company be and is hereby accorded to the appointment of Mr. Sanjeev Madan (DIN: 07533471), as a Whole-Time Director of the Company, designated as Whole-time Director & Chief Financial Officer, for a period of 3 years w.e.f January 1, 2021 and effective up to December 31, 2023 and to his receiving remuneration, benefits and amenities as Whole-time Director of the Company in accordance with the terms and conditions as mentioned in item no. 6 of the Explanatory statement appended below and specifically approved, with powers to the Board of Directors and / or the Nomination and Remuneration Committee to alter, amend, vary and modify the terms and conditions of the said appointment and remuneration payable from time to time, as they deem fit, in such manner and within the limits as mentioned in item no. 6 of the explanatory statement, notwithstanding that such remuneration may exceed the limits specified under Section 197 and Schedule V of the Act in any financial year during his tenure;
RESOLVED FURTHER THAT in the event in any financial year during the tenure of the Whole-time Director, the Company does not earn any profits or earns inadequate profits as contemplated under the provisions of Schedule V to the Companies Act, 2013, the Company may pay to the Whole-time Director, the remuneration in accordance with the limits approved as per item no. 6 of explanatory statement, subject to approvals, if any, which may be required under the Act;
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Driving Success. Together.
INEOS Styrolution India Limited
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary or expedient in this connection and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient”.
- To ratify the payment of remuneration to the Cost Auditors of the Company for the Financial Year 2021-22 and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to the recommendation of the Audit Committee, the remuneration payable to the Cost Auditors M/s. Kailash Sankhlecha and Associates, Cost Accountants (Firm's Registration No. 100221), appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, amounting to 380,000/- (Rupees Three Lakhs Eighty Thousand only) per annum plus applicable taxes and reimbursement of out of pocket expenses of 25,000/- (Rupees Twenty Five thousand Only), that may be incurred during the course of audit, be and is hereby ratified;
RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) and the Company Secretary be and are, hereby severally authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
Registered Office:
5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023
By Order of the Board of Directors: For INEOS Styrolution India Limited
Abhijaat Sinha
Head - Legal and Company Secretary
Date: May 19, 2021 Place: Vadodara
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Notes:
-
Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
-
The explanatory statement pursuant to Section 102 of the Companies Act, 2013 ('the Act') with respect to the special businesses set out in the notice is annexed hereto and forms part of this notice.
-
Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with.
-
Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.
-
The details required under Regulations 26(4) and 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standards on General Meetings (SS- 2) issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment / re-appointment at this AGM form part of the Notice.
PROFILE OF DIRECTORS GETTING APPOINTED
- Profile of the directors being appointed / re-appointed as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') read with Clause 1.2.5 of Secretarial Standards-2:
==> picture [498 x 246] intentionally omitted <==
----- Start of picture text -----
Name of Director Mr. Sanjiv Vasudeva Mr. Robbie Alphons Mr. Vinesh Sadekar Mr. Sanjeev Madan
Maria Buntinx
Nationality Indian Dutch Indian Indian
Date of Birth 27/02/1968 03/06/1968 24/03/1956 07/09/1971
Age 53 years 53 years 65 years 49 years
Date of first Appointment 01/03/2016 28/08/2020 01/01/2021 01/01/2021
Experience (Years) 30 years 30 years 37 years 25 years
Terms and Conditions Re-appointment Appointment as a Appointment as an Appointment as a retiring
of appointment / as a retiring Director retiring Director as Independent Director Director and Whole-time
reappointment and all terms and per Explanatory subject to terms and Director subject to terms
including conditions of his statement to item no. conditions as per and conditions as per
remuneration, if any appointment as 4 of the notice. explanatory statement to explanatory statement to
Managing Director item no. 5 of the notice item no.6 of the notice and
will continue to apply and the Company’s the Company’s
remuneration policy. remuneration policy.
No. of Board meetings
5 3 1 1
attended during the year
----- End of picture text -----*
(continued)
7
Driving Success. Together.
INEOS Styrolution India Limited
==> picture [498 x 328] intentionally omitted <==
----- Start of picture text -----
Name of Director Mr. Sanjiv Vasudeva Mr. Robbie Alphons Mr. Vinesh Sadekar Mr. Sanjeev Madan
Maria Buntinx
Expertise in specific Business Management, Business Management, Business Management, Finance and Accountancy,
functional areas Manufacturing, Technical and Formulation & Fermentation Business Management,
Sales and Marketing Manufacturing (Pharmaceuticals,
expertise of Polymers, Petrochemicals, Fertilizers
Sales and Marketing & Agrochemicals)
B.E. (Chemical), Bachelor Chemical B.E. (Chemical), UDCT B.Com (Hons), Shri Ram
M.S. University, Engineering, College of Commerce,
Vadodara; Certified Hogeschool Heerlen; Delhi University; Fellow
Qualification master black belt in Post University Member of the Institute of
Six Sigma Polymer-technology, Chartered Accountants
PTO-Utrecht ; of India (ICAI)
Disclosure of No relationship inter se No relationship inter se No relationship inter se No relationship inter se
relationship between
Directors inter se
Directorship held in None None Anupam Rasayan None
other public companies India Limited
in India
Membership of None None Anupam Rasayan None
committees held in India Limited
other public companies
in India
No. of equity shares NIL NIL NIL NIL
held in the Company
----- End of picture text -----
-
Appointed w.e.f. August 28, 2020
-
** Appointed w.e.f. January 1, 2021
DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL Ids
-
In compliance with MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May 2020 read with SEBI/HO/CMD2/CIR/P/2021/11 dated January 15, 2021 and owing to the difficulties involved in dispatching of physical copies of the financial statements including Board's Report, Auditor's report or other documents required to be attached therewith (together referred to as Annual Report), the Annual Report for FY 2020-21 and Notice of AGM are being sent in electronic mode to Members whose e-mail address are registered with the Company or the Depository Participant(s).
-
Shareholders are requested to visit the following URL Link for updating their email IDs / mobile nos./ bank details in the system:
https://www.linkintime.co.in/EmailReg/Email_Register.html
For shareholders holding in physical format - Investor has to enter the folio and certificate to register Email, Mobile & Bank Details.
For Shareholders holding in dematerialized format - Investor has to enter the demat account number (DPID & Client ID) to register Email & Mobile. Updation of Bank details for demat shareholders is not permitted, as the same has to be routed through their concerned depository participant.
8
-
Members are requested to note that the Company's equity shares are under compulsory demat trading for all classes of investors, as per the provisions of SEBI circular dated May 29, 2000. In view of above, members are advised in their own interest to dematerialize the shares held by them in physical form to avoid inconvenience and avail various
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As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed unless the securities are held in the dematerialized form with the depositories. The equity Shares of the Company are eligible for transfer only in Dematerialized form. Therefore, the Shareholders are requested to take action to dematerialize their Equity Shares held in the Company, promptly.
-
The shareholders holding shares in physical format in the Company's earlier names such as Styrolution ABS (India) Limited, INEOS ABS (India) Limited, LANXESS ABS Limited, Bayer ABS Limited, ABS Industries Limited or ABS Plastics Limited are requested to surrender the same at the Company's registered office at 5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023 to get their share certificates with changed name of the Company i.e. INEOS Styrolution India Limited.
-
Members are requested to notify any change in their address immediately, to their respective depository participants (DPs) in respect of their shares in electronic form quoting Client ID No. and to M/s. Link Intime India Pvt. Ltd., the Company's registrar and transfer agent, in respect of their physical shares, quoting their Folio Number.
INSPECTION OF DOCUMENTS:
The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained in terms of Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM on the Company's website www.ineosstyrolutionindia.com in the Investors' section.
All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].
- The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) for participating in the securities market. Members holding shares in electronic form are therefore requested to submit their self-attested PAN to their Depository Participant (DP) with whom they are maintaining demat accounts, if not submitted already. Members holding shares in physical form can submit their self-attested PAN details to M/s. Link Intime India Pvt. Ltd., if not submitted already.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF) RELATED INFORMATION:
- Pursuant to the provisions of Sections 124 and 125 of the Act and other relevant provisions of the Act, the dividend which remains unpaid / unclaimed for a period of seven (7) years from the date of transfer to the unpaid / unclaimed dividend account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. The unclaimed dividend for the year 2014 and all subsequent years must be claimed as early as possible, failing which it would be transferred to IEPF as per the (tentative) dates mentioned herein below. In terms of Section 124 of the Act, no claim shall lie against the Company after the said transfer.
| Financial Year | Date of Declaration of Dividend | Due date for transfer to IEPF |
|---|---|---|
| 2013 | 29-Apr-14 | 3-June-21 |
| 2014-15 | 04-Aug-15 | 8-Sept-22 |
| 2015-16 | 12-Aug-16 | 17-Sept-23 |
| 2016-17 | 10-Aug-17 | 14-Sept-24 |
| 2017-18 | 14-Aug-18 | 18-Sept-25 |
| 2018-19 | 08-Aug-19 | 12-Sept-26 |
| 2019-20 | No dividend | N.A. |
9
Driving Success. Together.
INEOS Styrolution India Limited
The Members are requested to note that unpaid / unclaimed dividends for the years upto 2013 have been transferred to IEPF. Members wishing to claim dividends for later years, which remain unclaimed, are requested to correspond with secretarial and legal department of the Company, at the Company's registered office. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account will be transferred to the Investor Education and Protection Fund in accordance with provisions of Section 124 of the Act. The details of the unclaimed dividends are available on the Company's website at www.ineosstyrolutionindia.com and Ministry of Corporate Affairs at www.mca.gov.in.
Further, pursuant to the provisions of Sections 124(5) and 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) and amendments thereto, all shares on which dividend for later years has not been paid or claimed for seven consecutive years or more shall be transferred to the demat account of the IEPF authority.
The Members / claimants whose shares, unclaimed dividends, have been transferred to the fund may claim the shares and apply for refund by making an application to the IEPF Authority in Form IEPF 5 (available on iepf.gov.in) along with requisite fee as decided by the authority from time to time. The Member / claimant can file only one consolidated claim in a financial year as per the IEPF Rules and amendments thereto.
PROCEDURE FOR ATTENDING THE AGM THROUGH VC / OAVM:
-
In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting can be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
-
Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Bodies Corporate / Institutional shareholders are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting. Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG Format) of their respective Board or governing body Resolution / Authorization etc., authorizing their representative to attend the AGM through VC / OAVM on their behalf and to vote through remote e-Voting. The said Resolution / Authorization shall be sent to the Company by e-mail on its registered e-mail address to [email protected] with a copy marked to [email protected].
-
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account
-
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
-
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an
10
agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
-
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.ineosstyrolutionindia.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evoting.nsdl.com.
-
The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020, MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 5, 2020 and MCA Circular No. 02/2021 dated January 13, 2021.
THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:
The remote e-voting period begins on August 10, 2021 at 9:00 A.M. and ends on August 12, 2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. August 6, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being August 6, 2021.
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
11
Driving Success. Together.
INEOS Styrolution India Limited
Login method for Individual shareholders holding securities in demat mode is given below:
==> picture [497 x 547] intentionally omitted <==
----- Start of picture text -----
Type of shareholders Login Method
Individual Shareholders 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services
holding securities in website of NSDL. Open web browser by typing the following URL:
demat mode with NSDL. https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under “IDeAS” section. A new screen will open. You will
have to enter your User ID and Password. After successful authentication, you will
be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on options available against
company name or e-Voting service provider - NSDL and you will be re-directed to
NSDL e-Voting website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under 'Shareholder/Member' section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number held with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page. Click on options available against company name or e-Voting
service provider - NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id
holding securities in and password. Option will be made available to reach e-Voting page without any
demat mode with CDSL further authentication. The URL for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on
New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you
will be able to see e-Voting option. Once you click on e-Voting option, you will be
demat mode) login
redirected to NSDL/CDSL Depository site after successful authentication, wherein you
through their depository
can see e-Voting feature. Click on options available against company name or e-Voting
participants service provider-NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
----- End of picture text -----
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
12
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
==> picture [496 x 105] intentionally omitted <==
----- Start of picture text -----
Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
demat mode with NSDL
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in request at [email protected] or contact at 022- 23058738 or 022-
demat mode with CDSL 23058542-43
----- End of picture text -----
- B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
-
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
-
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.
-
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
==> picture [496 x 116] intentionally omitted <==
----- Start of picture text -----
Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID
demat account with NSDL. is In300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID For example if your Beneficiary ID is 12**
demat account with CDSL. then your user ID is 12**
c) For Members holding shares in EVEN Number followed by Folio Number registered with the company For
Physical Form. example if folio number is 001 and EVEN is 101456 then user ID is
101456001
----- End of picture text -----**
-
Password details for shareholders other than Individual shareholders are given below:
-
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
-
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
-
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
13
Driving Success. Together.
INEOS Styrolution India Limited
-
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
-
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
-
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
-
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
-
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
-
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
-
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
-
Now, you will have to click on “Login” button.
-
After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
-
After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
-
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
-
Now you are ready for e-Voting as the Voting page opens.
-
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
-
Upon confirmation, the message “Vote cast successfully” will be displayed.
-
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
-
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
-
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Company by e-mail to [email protected] with a copy marked to [email protected].
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
-
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL official Ms. Sarita Mote at [email protected].
14
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
-
In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
-
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
-
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
-
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-
-
The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e- voting.
-
Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.
-
Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
-
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
-
Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
-
Members are encouraged to join the Meeting through Laptops for better experience.
-
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
-
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably.
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Driving Success. Together.
INEOS Styrolution India Limited
EXPLANATORY STATEMENT
The following explanatory statement pursuant to Section 102(1) of the Act, sets out all material facts relating to the special business mentioned in the accompanying notice of the AGM.
Item No. 4
The members are requested to note that Mr. Stephen Mark Harrington had stepped down as the Chairman w.e.f. August 28, 2020 upon his appointment as the CEO of INEOS Styrolution Group.
Accordingly, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company, had appointed Mr. Robbie Alphons Maria Buntinx (DIN: 08830690) as an Additional Director of the Company with effect from August 28, 2020 and pursuant to Section 161(1) of the Act, he holds office up to the date of this meeting. Mr. Robbie Alphons Maria Buntinx ('Rob Buntinx') is INEOS Styrolution's President Asia-Pacific. He also holds responsibility for the Company's R&D, as well as its Global Automotive and Healthcare industry teams.
Mr. Rob Buntinx is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his consent to act as a director. Details of Mr. Rob Buntinx are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India. He does not receive any remuneration or sitting fees from the Company.
Mr. Rob Buntinx is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (“SEBI”) or any other authority.
It is proposed to appoint Mr. Rob Buntinx, as Non-Independent and Non-Executive Director . The Board is of the view that Mr. Buntinx's knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the Nomination and Remuneration Committee, recommends his appointment to the Members.
Notice as required under Section 160 of the Act, has been received from as Member of the Company proposing his candidature as an Independent Director of the Company.
Mr. Rob Buntinx is interested in the resolution set out at Item No. 4 of the Notice with regard to his appointment.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.
Item No. 5
The members are requested to note that Mr. Jal R. Patel had retired as an Independent Director from the Board w.e.f. December 31, 2020 upon completion of his second consecutive term as an Independent Director.
Accordingly, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company, had appointed Mr. Vinesh Sadekar (DIN: 00046815) as an Additional Director of the Company with effect from January 1, 2021 pursuant to Section 161(1) of the Act, to hold office up to the date of this meeting. Mr. Vinesh Sadekar is a chemical engineer from UDCT Mumbai and has over 40 years' experience of which 18 years have been in positions as Managing Director / President / CEO in several Indian and multinational companies across various industries from Pharmaceuticals to Specialty Chemicals / Petrochemicals, Lifesciences and Agrochemicals.
16
Mr. Vinesh Sadekar is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his consent to act as a director. Details of Mr. Vinesh Sadekar are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India. He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.
Mr. Vinesh Sadekar meets the criteria prescribed for independent directors under Section 149(6) of the Act as well as Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, Mr. Vinesh Sadekar is a person of integrity, possessing the relevant expertise and experience, fulfilling the conditions specified in the Act and the rules framed there under and under the Listing Regulations and is independent of the management of the Company.
Mr. Vinesh Sadekar is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (“SEBI”) or any other authority.
It is proposed to appoint Mr. Vinesh Sadekar, as Independent Director of the Company for a period of three (3) consecutive years with effect from January 1, 2021. The Board is of the view that Mr. Sadekar's knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the Nomination and Remuneration Committee, recommends his appointment to the Members.
Notice as required under Section 160 of the Act, has been received from as Member of the Company proposing his candidature as an Independent Director of the Company.
Mr. Vinesh Sadekar is interested in the resolution set out at Item No. 5 of the Notice with regard to his appointment.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.
Item No. 6
The Board of Directors of the Company, pursuant to the recommendation of the Nomination and Remuneration Committee of the Board and subject to the approval of the Members at the ensuing General Meeting of the Company, appointed Mr. Sanjeev Madan (DIN: 07533471) as an Additional and Whole-time Director of the Company designated as Whole-time Director and Chief Financial Officer of the Company with effect from January 1, 2021 for a period of three (3) years. He holds office upto the date of the ensuing Annual General Meeting pursuant to section 161 of the Companies Act, 2013 (“the Act”).
The Company has received notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of Director of the Company.
Mr. Sanjeev Madan is an accomplished Chartered Accountant from the Institute of Chartered Accountants of India (ICAI) and Bachelor in Commerce (Honors) from Shri Ram College of Commerce, Delhi University. He has rich professional experience of over 24 years in handling business financial planning and execution, strategic business support, financial control & reporting, taxation, statutory & regulatory compliances, funding & treasury management, process automation and ERP implementation. He has diverse experience in various industries like Chemical, Lubricant, Telecom, FMCG and Consultancy.
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Driving Success. Together.
INEOS Styrolution India Limited
The principal terms and conditions of appointment of Mr. Sanjeev Madan as a Whole-time Director are as follows:
-
Basic salary and allowances: Basic salary and allowances not exceeding of ` 114.39 Lakhs per annum, during the term.
-
Provident Fund, Superannuation / Annuity fund (Retirals): Company's contribution to provident fund and superannuation or annuity fund, gratuity and other retirals shall be paid in accordance with the applicable rules of the Company and statutory provisions calculated as percentage of Basic salary, to the extent these either singly or together are not taxable under the Income Tax Act.
3. Variable compensation: In addition to the salary and perquisites, Mr. Madan shall be entitled to such variable compensation in any financial year during his tenure as may be determined by the Board of Directors of the Company or recommendation of Nomination and Remuneration Committee. The variable compensation shall be in the range of 42.00 Lakhs - 56.05 Lakhs per annum during the tenure and depending on Company's performance and his individual performance the payment may vary from 0% - 200% of the aforesaid amount.
Minimum Remuneration:
In the event in any financial year during the tenure of the Whole-time Director, the Company does not earn any profits or earns inadequate profits as contemplated under the provisions of Schedule V to the Companies Act, 2013, the Company may pay to the Whole-time Director, the aforementioned remuneration.
The Explanatory Statement may be considered as a written Memorandum setting out terms, conditions and limits of remuneration of Mr. Sanjeev Madan in terms of section 190 of the Act.
Pursuant to sections 196, 197, 198 and all other applicable provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule V of the Act, the appointment of and remuneration payable to Mr. Madan is now being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution.
Mr. Sanjeev Madan satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of Section 196 of the Act for being eligible for his appointment. Mr. Sanjeev Madan is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. Mr. Madan is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India(“SEBI“) or any other authority.
Details of Mr. Sanjeev Madan are provided in the "Annexure" to the Notice and also form part of the Corporate Governance Report, pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
The Board is of the view that Mr. Madan's knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, recommends his appointment to the Members.
Mr. Sanjeev Madan is interested in the resolution as set out at Item No. 6 of the Notice with regard to his appointment.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.
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Item No. 7
The Board of Directors, at its Meeting held on May 19, 2021, upon the recommendation of the Audit Committee, approved the appointment of Kailash Sankhlecha and Associates., Cost Accountants (Firm's Registration No. 100221), as Cost Auditors of the Company for conducting the audit of the cost records of the Company, for the Financial Year ending March 31, 2022, at a remuneration of Rs. 380,000/- (Rupees Three Lakhs Eighty Thousand only) per annum plus applicable taxes and reimbursement of out of pocket expenses of Rs. 25,000/- (Rupees Twenty Five Thousand only), that may be incurred during the course of audit. Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, members of the Company are required to ratify the remuneration to be paid to the Cost Auditors of the Company. Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 7 of the Notice for ratification of the aforesaid remuneration payable to the Cost Auditors.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7 of the Notice.
The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval of the Members.
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Driving Success. Together.
INEOS Styrolution India Limited
STATEMENT IN TERMS OF ITEM (IV) OF THIRD PROVISO OF SECTION II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013
I. GENERAL INFORMATION:
| 1 | Nature of industry: | Nature of industry: | Specialty Chemicals. INEOS Styrolution is the leader and leading producer of ABS in India. ABS is a plastic resin produced from Acrylonitrile, Butadiene & Styrene, used for manufacturing of home appliances, automobiles, consumer durables and business machines. The Company is also a leading manufacturer of SAN which is a polymerized plastic resin produced from Styrene & Acrylonitrile, and mainly used for products such as lightings, stationeries, novelties, refrigerators and cosmetic packing. |
|---|---|---|---|
| 2 | Date or expected date of commencement of commercial production |
The Company's plants are already operational. | |
| 3 | In case of new companies, expected date of commencement of activities as per project approved by fnancial institutions appearing in the prospectus |
Not Applicable as the Company is an existing Company | |
| 4 | Financial performance based on given indicators for FY 2020-21: a) Net Proft/(Loss): b) Efective Capital: c) Total Income: |
(`in Lakhs) 28,021.52 92,138.94 164,453.58 |
|
| 5 | Foreign investments or collaborations, if any. |
The Company does not have any foreign investments or collaborations. The Company's majority shareholding i.e 75% is owned by its promoter Company viz., INEOS STYROLUTION APAC PTE. LTD., a Company based in Singapore. |
|
| II. INFORMATION ABOUT THE APPOINTEE: | |||
| Sr. No. |
Particulars | Mr. Sanjeev Madan | |
| 1-5 | Background details, past remunerations, recognition or awards, job profle, expertise, experience and his suitability, remuneration proposed. |
Please refer item no. 6 of statement pursuant to Section 102(1) of the Act of this notice. |
|
| 6 | Comparative remuneration profle with respect to industry, size of the company, profle of the position and person (in case of expatriates the relevant details would be w.r.t the country of his origin) |
The remuneration of Mr. Sanjeev Madan, Whole-time Director, is in line with the market standards for similarly experienced professionals in the role of Director and Chief Financial Ofcer. The basis of such remuneration to Mr. Madan is to recognize his achievements, experience and benefts that Company can derive from him. The remuneration ofered to Mr. Madan is considered to be appropriate in today's market scenario having regard to factors such as the group policies, past experience, his position and role, his contribution to the Company's operations and its growth over the years. |
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| Further details with regard to the size of the Company can be referred in the fnancials and Board's report. |
||
|---|---|---|
| 7 | Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: |
The appointee does not have any pecuniary relationship directly or indirectly with the Company, or relationship with any other managerial personnel. |
III. OTHER INFORMATION:
1 Reasons of loss or inadequate profits / Not applicable, as the Company has posted a net profit after tax of Steps taken or proposed to be taken for ` 28,021.52 Lakhs for the year 2020-21. improvement / Expected increase in productivity and profits in measurable terms
Note:
Disclosure as required under sub clause IV of clause (iv) of section II of part II of Schedule V are mentioned in the Board's report under the heading “Corporate Governance”.
Registered ofce :
5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023
By Order of the Board of Directors: For INEOS Styrolution India Limited
Abhijaat Sinha Head - Legal and Company Secretary
Date: May 19, 2021 Place: Vadodara
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Driving Success. Together.
INEOS Styrolution India Limited
BOARD’S REPORT
Dear Members,
Your Directors hereby present the 48th Annual Report of your Company together with audited financial statements for the year ended on March 31, 2021.
FINANCIAL PERFORMANCE
Your Company's financial performance during the year ended March 31, 2021 as compared to previous financial year is summarized below:
|(**in lakhs)**|**(**in lakhs)|(`in lakhs)|
|---|---|---|
|Particulars|2020-21|2019-20|
|Period
Revenue from Operations
Other Income
Proft / (Loss) before Tax
Tax Credit / (Expense)
Proft / (Loss) for the year
Other Comprehensive Income
Total Other Comprehensive Income for the year|12 months
1,63,148.40
1305.18
37,607.38
(9,585.86)
28,021.52
(72.11)
27,949.41|12 months
1,57,899.91
678.33
(1,349.81)
397.55
(952.26)
(21.14)
(973.40)|
|Retained Earnings
Opening Balance
Add:
Total comprehensive income for the year
Less:
Dividends including dividend tax
Closing Balance
EPS (Basic₹)
EPS (Diluted₹)|49,551.16
27,949.41
-
77,500.57
159.34
159.34|50,948.56
(973.40)
(424.00)
49,551.16
(5.41)
(5.41)|
OPERATING RESULTS
During the year under review, total revenue from operations of your Company was ₹ 1,63,148.40 Lakhs as compared to ₹ 1,57,899.91 Lakhs during previous financial year with an approx. 3.3 % increase in the total revenue as compared to previous year. Your Company's Profit before Tax in financial year 2020-21 is ₹ 37,607.38 Lakhs as compared to a Loss before tax of ₹ 1,349.81 Lakhs in previous year and the Total Comprehensive Income for the financial year 2020-21 was ₹ 27,949.41 Lakhs as compared to ₹ (973.40) Lakhs in the previous year.
BUSINESS REVIEW
The second wave of Covid-19 has badly hit the country post March 2021. With lockdowns/ restrictions on movement imposed by the State Governments in the country due to second wave of Covid-19, business of the Company may get affected in the first half of the year. Impact assessment of Covid-19 however, is a continuous process given the uncertainty associated with its nature and duration. Company continues to monitor changes in economic condition and is prepared to take measures to safeguard its business operations.
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Your Company is having an active focused approach, to ensure minimal impact during this crisis. The liquidity situation is under control and Company has implemented policies to control and reduce all discretionary fixed costs. We continue our close association with Key OEM's in both Automotive and Household segments.
In the coming year, we foresee a GDP growth of 8-10% driven by rebound in industry and demand from rural areas due to a good agriculture season. We expect the automotive business in both two-wheelers and four wheelers to remain strong for the coming year. Consumer spending on healthcare, packaged goods and household goods like washing machines, water/air purifiers are expected to increase post lockdown and our product portfolio is well positioned to cater to these applications.
We would expect crude, other key raw material prices and exchange rates to stabilize in the coming year. Further, risks are constantly monitored and corrective measures, mitigating steps are planned out wherever necessary. An active focused approach helps us in ensuring minimal impact to the Company, if any.
DIVIDEND
Considering the performance, and to appropriately reward the Members while conserving resources to meet future financial requirements, the Board of Directors recommends a dividend of 10/- per equity share of 10 each (100%). This dividend is subject to the approval of the Members at the forthcoming Annual General Meeting and if approved, Members whose name appear on the register of Members on August 6, 2021 will be entitled to the dividend.
TRANSFER TO RESERVES
The Company is not required to transfer any amount to its reserves and accordingly no amount is transferred to reserves during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report forms part of this Report and is annexed hereto.
A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of this Report.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement forms part of the Annual Report. The Company does not have any subsidiaries and hence is not required to publish Consolidated Financial Statements.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments/Re-appointments
During the year under review:
- Mr. Nitankumar Duggal was re-appointed as Whole-time Director by passing a Special Resolution at the 47th Annual General Meeting of the Company held on August 27, 2020 and the details of his appointment are as follows:
| follows: | ||
|---|---|---|
| Name and designation of the Director | Date and tenure of re-appointment | Resolution No. |
| Re-appointment of Mr. Nitankumar Duggal as Whole-time Director of the Company.* |
w.e.f. August 31, 2020, for a period of three years. | 4 |
*Mr. Nitankumar Duggal resigned as a Director w.e.f. December 31, 2020.
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Driving Success. Together.
INEOS Styrolution India Limited
- During the financial year 2020-21, following Directors were appointed as Additional Directors, who hold office upto the ensuing Annual General Meeting and the Board recommends their appointment by the shareholders' approval at the ensuing Annual General Meeting:
| DIN | Name of Director | Category | Appointed vide Board Resolution dated |
|---|---|---|---|
| 08830690 | Mr. Robbie Alphons Maria Buntinx | Non-Executive and Non-Independent, Chairman of the Board. |
August 13, 2020 |
| 00046815 | Mr. Vinesh Prabhakar Sadekar | Non-executive and Independent Director | December 30, 2020 |
| 07533471 | Mr. Sanjeev Madan | CFO and Whole-time Director | December 30, 2020 |
The aforesaid appointments were made pursuant to the detailed evaluation by the Nomination and Remuneration Committee members and their unanimous recommendation to the Board. In respect of the appointment of Mr. Vinesh Sadekar, as the new Independent Director, the Board was of the opinion that he possesses the integrity, expertise and experience (including the proficiency) required for an Independent Director.
Ø Retirement by rotation
Mr. Sanjiv Vasudeva, Managing Director and CEO of the Company, who retires by rotation and being eligible, offers himself for re-appointment in terms of the Articles of Association of the Company.
Ø Resignation / Cessation
During the year, the following Directors resigned from the Board:
-
Mr. Stephen Mark Harrington, as Non-Executive Chairman of the Board w.e.f. August 28, 2020, on taking over as CEO of INEOS Styrolution Group.
-
Mr. Nitankumar Duggal, as Whole-time Director, w.e.f. December 31, 2020, on taking over as Head of Operations for APAC region, excluding India.
With effect from December 31, 2020, subsequent to the completion of his second term as Independent Director, Mr. Jal R. Patel retired as an Independent Director from the Board and its various Committees.
The Board places on record its appreciation for the efforts and contributions from Mr. Stephen Mark Harrington as Chairman, Mr. Jal R. Patel as Independent Director and Mr. Nitankumar Duggal as Whole-time Director of the Company.
The policy on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report annexed hereto.
MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY
During the financial year under review, the Board of Directors duly met five times. The details of the Board meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Ms. Ryna Karani, Mr. Anil Shankar and Mr. Vinesh Sadekar are the Independent Directors of the Company as on March 31, 2021.
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The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the certificate stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and they have registered their names in the Independent Directors' Databank.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, the formal annual evaluation has been carried out by the Board of its own performance and that of its committees, Chairman of the Board and individual Directors through oral assessment as well as collective feedback. The Board members were requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of the Directors, relationship to stakeholders, Company performance, Company strategy and the effectiveness of the whole Board and its various committees.
Independent Directors were evaluated on the following performance indicators:
-
Ability to contribute to and monitor our Corporate Governance practices;
-
Ability to contribute by best practices to address top-management issues;
-
Ability to actively contribute towards positive growth of the organization;
-
Ability to create positive image of the Company and help the Company wherever possible;
-
Commitment to the fulfillment of a Director's obligations and fiduciary responsibilities, including participation in Board and Committee Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 135(5) of the Act, the Board of Directors of the Company confirms that:
-
i) in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;
-
ii) 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 financial year and of the profit / loss of the Company for that period;
-
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
-
iv) they have prepared the annual accounts on a going concern basis;
-
v) they had laid down internal finance controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
-
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
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Driving Success. Together.
INEOS Styrolution India Limited
AUDIT COMMITTEE
The Audit Committee of the Board of Directors comprises of all Independent Directors and is constituted as under:
| Name of the Director | Position in Committee |
|---|---|
| Mr. Jal R. Patel, Independent Director | Chairman (retired w.e.f. December 31, 2020) |
| Mr. Anil Shankar, Independent Director | Member (till December 31, 2020) Chairman (w.e.f. January 1, 2021) |
| Ms. Ryna Karani, Independent Woman Director | Member |
| Mr. Vinesh Sadekar, Independent Director | Member (appointed w.e.f. January 1, 2021) |
The terms of reference of the Audit Committee, details of meetings held during the year and attendance of members are set out in the Corporate Governance Report.
During the year under review, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Directors are regularly informed during meetings of the Board and its Committees on the activities of the Company, its operations and issues faced by the petrochemical industries. The details of familiarization programs provided to the Directors of the Company are available on the Company's website www.ineosstyrolutionindia.com.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company did not have any subsidiary companies, associate companies or joint venture during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company.
DEPOSITS
The Company has not accepted any deposit, within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Sections 185 and 186 of the Act.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Act, the unpaid and unclaimed dividend pertaining to the year ended on December 31, 2013, which was lying in the Company's separate unpaid dividend account and had remained unclaimed for a period of seven years, was transferred to the Investor Education and Protection Fund.
Pursuant to the provisions of Section 124(5) and 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) and amendments thereto, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the demat account of the IEPF authority.
26
CORPORATE GOVERNANCE
Your Company observes high standards of Corporate Governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on Corporate Governance along with the CEO and CFO certificate and a compliance certificate thereon from a practising Company Secretary forms part of this report as Annexure - I.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act, the Company has constituted a 'Corporate Social Responsibility (CSR) Committee' and has also framed a CSR Policy. The details of the policy, composition of the Committee, CSR initiatives, CSR spending during the year etc., have been provided as Annexure - II to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.
The amount required to be spent on CSR activities during the year ended March 31, 2021 in accordance with the provisions of Section 135 of the Act was 51.50 Lacs and your Company had spent an amount of 54.86 Lacs details of which are stated in Annexure - II.
The Company considers CSR as a part of its corporate philosophy and will strive to ensure that the amounts are adequately spent to ensure compliance in true spirit. The excess amount spent under CSR may be treated as per Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors, KMPs and employees 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 given in Annexure - III to this Report. Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the reports and accounts are being sent to the shareholders excluding the aforesaid remuneration. Any shareholder interested in inspection of the documents pertaining to the above information or desiring a copy thereof may write to the Company Secretary.
RISK MANAGEMENT POLICY
The details of the Risk Management Policy adopted by the Board of Directors and details of the Risk Management Committee of the Board of Directors are mentioned in the Corporate Governance Report.
PARTICULARS OF CONTRACTS AND AGREEMENTS MADE WITH RELATED PARTIES
All related party transactions which were entered into during the year under review were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with the Promoters, Directors or the Key Managerial Personnel, who may have a potential conflict with the interests of the Company.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, is provided as Annexure - IV forming part of this report.
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Driving Success. Together.
INEOS Styrolution India Limited
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement highlighting details of the conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - V and forms part of this report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rules framed thereunder, either to the Company or to the Central Government.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
There have been no material changes, which have occurred between the end of financial year till the date of this report affecting the financial position of the Company.
ANNUAL RETURN
As required under Section 92(3) of the Act, the Company has placed a copy of the annual return on its website and the same is available in the Investors Section on www.ineosstyrolutionindia.com.
BOARD DIVERSITY
Your Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, regional and industry experience, age, ethnicity, race and gender, which will help retain our competitive advantage. The Board of Directors has adopted the 'Board Diversity Policy', which sets out the approach to diversity of the Board. The Board diversity policy is available on our website www.ineosstyrolutionindia.com.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls in place. It has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.
The Audit Committee of the Board of Directors, comprising of Independent Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.
ENVIRONMENTAL HEALTH, SAFETY AND PROTECTION
Your Company gives highest importance to Safety, Health and Environment (SHE), and encourages and promotes safety awareness in true letter and spirit as an integral part of its work culture.
Process Safety Management (PSM) is an integral part of all changes taking place in the process. Onsite emergency plans have been reviewed and updated by all divisions. Periodic mock drills are conducted at all divisions and reports indicate improved preparedness of employees.
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To further strengthen the safety of overall operations and to promote a positive safety culture and transparency, your Company has introduced site specific behavioral based safety (BBS) process at all its manufacturing locations and substantially invested for the improvement of process safety.
Apart from employees, the contractors and workmen are also given exhaustive training on safety, first-aid and firefighting. The Company has appointed and trained safety stewards to promote safety in all divisions. A green belt in and around all factory premises has been maintained to enhance the eco-friendliness. We conduct our operations responsibly with a sustainable approach towards environment.
As required in terms of the IS I4489 for Safety Audit for Industries, the SHE Policy of the Company is annexed hereto as Annexure - VI and forms part of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a policy on prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder and Internal Committees have also been set up at all locations to redress complaints received regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells, Chartered Accountants, (Registration No. 117365W) were appointed as the statutory auditors of the Company from the conclusion of 47th Annual General Meeting until the conclusion of 52nd annual general meeting of the Company and continue to be the statutory auditors.
AUDITORS' REPORT
The observations made by the auditors in their report read with the relevant notes to the financial statements for the year ended March 31, 2021 are self-explanatory and are devoid of any reservation, qualification or adverse remarks.
SECRETARIAL AUDITOR
M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara were appointed to conduct the secretarial audit of the Company for the financial year 2020-21, in terms of the requirements of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, framed there under. The secretarial audit report received from M/s. Devesh Pathak & Associates is annexed as Annexure - VII.
COST RECORDS
The Company is required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are prepared and maintained by the Company.
COST AUDITORS
Pursuant to Section 148 of the Companies Act 2013, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Kailash Sankhlecha and Associates (Firm's registration no. 100221), Cost Accountants, as Cost Auditors of the Company, for the Financial Year 2020-21, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government at a remuneration as mentioned in the notice convening the Annual General Meeting of the Company.
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A resolution seeking members' ratification for the remuneration payable to the Cost Auditors for the financial year 2021-22 forms part of the notice of the 48th Annual General Meeting of the Company and the same is recommended for your consideration and approval.
M/s. Kailash Sankhlecha and Associates have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013.
They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.
VIGIL MECHANSIM
As per the provisions of Section 177(9) of the Act read with clause 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and employees to report genuine concerns. The Company has a policy for prevention, detection and investigation of frauds and protection of whistleblowers (“Whistleblower Policy”) in place and the details of the Company's Whistleblower Policy are provided in the Corporate Governance Report annexed hereto.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. The human resource development function of the Company is guided by a spirit of corporate team building and dedication towards strengthening the Company's systems thereby improving efficiencies and registering growth. All personnel continue to have a healthy, cordial and harmonious approach in problem solving and enhancing Company value at all levels. Despite uncertain economic conditions, the enthusiasm and unstinting efforts of the employees have enabled the Company to maintain leadership in its business areas. The industrial relations during the year remained cordial.
The Company has drawn up a comprehensive human resource strategy (“Human Resource Strategy”) which addresses key aspects of human resource development such as:
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Code of conduct and fair business practices.
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A fair and objective performance management system linked to the performance of the businesses.
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Creation of a common pool of talented managers across the organization with a view to increasing their mobility through inter-company job rotation.
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Evolution of performance based compensation packages to attract and retain talent within the organization.
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Development of comprehensive training programs to impart and continuously upgrade the industry / function specific skills, etc.
EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR
In order to achieve a highly streamlined and productive organization, a transparent and uniform HR policy with a welldefined reporting structure and clear roles and responsibilities has been put in place.
Necessary trainings based on identified needs have been set-up across all functions by the respective heads of departments to enhance the knowledge and competencies of our employees and these keep getting updated and upgraded on a continuous basis. Other initiatives including an improvement of the working environment, the automation of HR processes including the outsourcing of the payroll processor and the installation of a new attendance system have been implemented. Initiatives on improving employee engagement have been implemented with primary focus on employee health and welfare by enhancing the medical and term insurance facilities.
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STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of mandatory Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company Secretaries of India, during the year under review.
INSOLVENCY AND BANKRUPTCY CODE 2016
No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.
CODE OF CONDUCT
The Company has suitably laid down the Code of Conduct for all Board members and senior management personnel of the Company. The declaration by CEO of the Company relating to the compliance of aforesaid Code of Conduct forms part of the Annual Report.
ACKNOWLEDGEMENTS
We thank our customers, vendors, dealers, investors, business partners and bankers for their continued support during the year. We also place on record our appreciation of the contribution made by our employees at all levels, whose hard work, solidarity, cooperation and support has helped the Company to sustain during these tough times.
For and on behalf of the Board
May 19, 2021 Vadodara
Mr. Robbie Alphons Maria Buntinx Chairman DIN: 08830690
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INEOS Styrolution India Limited
MANAGEMENT DISCUSSION AND ANALYSIS
INEOS is a leading, global styrenics supplier with a focus on styrene monomer, polystyrene, ABS Standard and styrenics specialties. With world-class production facilities INEOS helps its customers succeed by offering the best possible solution, designed to give them a competitive edge in their markets.
INEOS Styrolution India Limited ('the Company') is an Indian company within the Euro 4 bn INEOS Styrolution Group.
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Company serves various industries focusing especially on automotive, home appliances, electrical and electronics, construction, packaging and the healthcare industry. Changing economic and business conditions, evolving consumer preferences, rapid technological innovation and adoption and globalisation are creating an increasingly competitive market environment. In this environment, our customers are strongly focusing on cost-saving and innovative solutions. The Company is determined to support the success of its customers in their markets to give them a competitive edge. The Company strives to always provide its customers with the best solutions. It understands customer needs, makes products affordable and enhances the quality of life for a lot of people by making things more convenient, nicer and safer.
OPPORTUNITIES AND THREATS
The second wave of Covid-19 has adversely impacted most sectors in the the country post March 2021. With lockdowns/ restrictions on movement imposed by some State Governments in the country due to second wave of Covid-19, business of the Company could get affected in the first half of the year. Impact assessment of Covid19 however, is a continuous process given the uncertainty associated with its nature and duration. Company continues to monitor changes in economic condition and is prepared to take measures to safeguard its business operations.
Our employees' health and safety is our number one priority and we have taken measures such as working from home wherever possible, sanitization of workplaces, availability of thermal scanners and masks as well as encouraging vaccination etc. for their wellbeing. Your company has ensured the safe shutdown and start-up of our manufacturing units post the lockdown ensuring all proper safety, hygiene and social distancing measures. Our business continuity and crisis management plans have enabled us to manage this unprecedented situation. In addition, cost and capital expenditure measures have been put in place to drive productivity.
We continue to have close coordination with our key suppliers and customers to manage our product supply chain with minimal interruptions. Our close association with key OEMs in automotive and household segments has enabled us to drive profitable growth and we expect it to continue in the coming year. Our organizational focus on key industry segments ensures a deep understanding of their needs and will enable new product introductions for the specific industry. Your company utilizes R&D capabilities to develop new products for the automotive, household and healthcare segments and maintains a strong intellectual property position. The Moxi compounding capacity expansion has enabled us to cater to the increase in market demand and maintain a leadership position.
In the coming year, we foresee a GDP growth of 8-10% (based on reports published by RBI, CMIE and World Bank) driven by rebound in industry and demand from rural markets due to a good agriculture season. We expect the automotive business in both for two-wheelers and four wheelers to remain strong for the coming year. Consumer spending on household goods like washing machines, water/air purifiers, packaged goods and healthcare are expected to increase post lockdown and our product portfolio is well positioned to cater to these applications.
We would expect crude, other key raw material prices and exchange rates to stabilize in the coming year. Further, risks are constantly monitored and corrective measures, mitigating steps are planned out wherever necessary. An active focused approach helps us in ensuring minimal impact to the Company, if any.
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PRODUCTS
Your Company's product portfolio includes ABSOLAC, ABSOLAN, General Purpose Poly Styrene and High Impact Poly Styrene, which continue to have a preferred market status amongst user industries such as automotive, construction, healthcare, household and electronics. With the acquisition of K Resin by INEOS Styrolution in Korea, we will now be in a position of promoting K-resin (SBC) in India. The successful launch of new products like K resin, Novodur® HH and Luran® S has strengthened the market leadership of your Company, especially in the automotive industry. Further, your Company continues to launch new products with innovative solutions creating more value for its customers.
The Company provides styrenic applications for many everyday products across a broad range of industries, apart from automotive, electronics, household, construction and healthcare and includes packaging and toys, sports & leisure. With best-in-class production technology, advanced R&D skills, your company is perfectly equipped to ensure the highest level of quality, efficiency and innovation.
ECONOMIC OUTLOOK
After last year's impact of COVID, the Indian economy was expected to revive and was forecasted to grow between 8- 10%this fiscal year. However, the second wave of COVID has made the situation uncertain due to the curfew/lockdown imposed by several states and the first quarter will be impacted. While the business of the Company may get affected to some extent, the Company continues to monitor changes in the business environment and is prepared to take measures to safeguard its business operations. The Government has earlier announced Product Linked Incentives (PLI) schemes in various industries to boost manufacturing and this should support the economy in both short and long term. We also expect the Government to announce some short term measures to help with the liquidity in the market.
The government is expected to continue its focus on infrastructure development and attract foreign investment under the ”Ease of doing business” program. There is a push towards local manufacturing and being self reliant as a country. The growth of your company is closely linked to the growth of the Indian economy. With the easing of the lockdown we anticipate a recovery in demand for consumer appliances, consistent with a recovery in the economy in the 2nd half of this
RISK MANAGEMENT REPORT
Your directors wish to state that risk management and control practices have been deployed across all the functions and functional evaluation of rating probability and impact is being constantly monitored under the guidance of the managing director. Very high ranking risks are deliberated at the board level and mitigating steps and measures applied or to be applied are discussed.
Your Company has integrated its risk monitoring procedures with the global INEOS policies. The objectives of the Company's risk management framework comprise the following:
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To identify, assess, prioritize and manage existing as well as new risks in a planned and coordinated manner;
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To increase the effectiveness of internal and external reporting structure and
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To develop a risk culture that encourages employees to identify risks and associated opportunities and respond to them with appropriate actions.
The senior management team forming part of the risk managing organization conducts an exercise every quarter internally for an ongoing risk assessment and takes measures and effective steps to mitigate / reduce impact and control the same from time to time. The managing director gives overall directions in controlling / mitigating risks generally and is
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in complete know of the organizational risks potential. The Company has a proper system to ensure compliance of legal / regulatory requirements that are applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's internal control systems are adequate and commensurate with the size of operations. These controls ensure that transactions are authorized, recorded and reported on time. They ensure that assets are safeguarded and protected against loss or unauthorized disposal.
The internal auditors of the Company M/s. Ernst & Young carried out audits in different areas of your Company's operations. Post-audit reviews were carried out to ensure that audit recommendations were implemented. The audit committee reviews the adequacy and effectiveness of the internal control systems, significant audit observations and monitors the sustainability of remedial measures.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Financial performance and review of operations form part of the Board's report which details the Company's financial and operational performance.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED
Our employees are our most important assets. As of March 31, 2021, the Company employed 434 permanent employees, 53 employees on fixed term contracts and 431 employees on contractual basis, through contractors. Our culture and reputation as a global leader in the styrenics industry enables us to recruit and retain some of the best available talent in India. Our human resource (HR) division acts both as a service provider and as a governance unit in the various employee-related fields of work. The scope of activity include attraction, selection and talent development and rewarding of employees, while also overseeing organizational leadership and culture and ensuring compliance with employment and various applicable labour laws. Company's HR fosters a trusting and open culture by promoting mutual respect and fairness throughout the entire organization.
The management has a strong belief that the industrial relations will remain cordial and harmonious and continues to be so in the year ahead. Your directors believe that continuous HR interaction has and would lead to a healthy environment and a strong relationship of mutual trust.
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KEY FINANCIAL RATIOS
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Sr. Particulars March 31, March 31, Explanation for Significant Change
No. 2021 2020
1 Debtors Turnover Ratio 6.8 7.7 -
2 Inventory Turnover Ratio 4.4 5.1 -
(Excluding GIT)
3 Current Ratio 3.0 1.8 Current ratio improved due to high operating
cash flow as represented in cash flow statement
and due to repayment of working capital loans.
4 Long Term Debt Equity Ratio 0.04 0.10 Long Term Debt Equity ratio has improved since
we have started re-payment of ECB loan taken
for Moxi Expansion Project as per the loan
agreement.
5 Return on Net Worth% 31.5 -1.6% Good demand, better margins, better liquidity
position and repayment of loans has improved
6 Operating Profit (EBITDA) % 26.2% 2.2%
return on net worth, operating profit and interest
7 Interest Coverage Ratio 32.8 0.2 coverage ratio substantially.
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ACCOUNTING TREATMENT
The financial statements of the Company for the financial year ended March 31, 2021 were prepared in accordance with IND-AS, which are the prescribed Accounting Standards.
SAFETY, HEALTH & ENVIRONMENT ('SHE')
Ineos is deeply committed to combining economic success with environmental and social responsibility. Guided by corporate value of “Responsibility” and Company's SHE policy, Company is continually working to meet the highest standards of corporate citizenship by protecting the health and safety of individuals, by safeguarding the environment, and by creating positive impact on the community it does business with.
For and on behalf of the Board
May 19, 2021 Vadodara
Robbie Alphons Maria Buntinx Chairman DIN: 08830690
The above mentioned statements are to be viewed with caution and judicious understanding, as the Company's operations involves inbuilt risk due to uncertain economic conditions and unforeseen events beyond the Company's control. Shareholders' / Investors' ought to give due allowance to the statements accordingly.
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ANNEXURE - I TO THE BOARD’S REPORT
Corporate Governance Report
[Pursuant to requirements of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Your Directors present the Company's report on Corporate Governance for the year ended on March 31, 2021.
I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's corporate governance philosophy is founded on transparency, accountability, values and ethics and is an integral part of the management in its pursuit for growth and value creation. The Company firmly believes and consistently practices good corporate governance. The Company constantly strives towards betterment of these aspects and thereby perpetuate it into generating long term economic value for its shareholders, customers, employees, other associated persons and the society as a whole.
II. BOARD OF DIRECTORS
Composition and size of the Board
The Board of Directors ('the Board') has the ultimate responsibility for the management, direction, performance, general affairs and long-term success of business as a whole. The Board serves its primary role of trusteeship and strives to protect and enhance the shareholder value through strategic supervision of the Company, by providing direction and exercising the appropriate control. Your Board includes eminent professionals who have excelled in their respective areas of specialization and comprises professionals drawn from management, financial, legal and other fields.
The Board of Directors of the Company comprises of six Directors drawn from diverse fields. It has an optimum combination of independent directors, woman director, executive as well as non-executive directors, that is in conformity with the provisions of Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).
The Chairman of the Company is a non-executive Chairman. The Board believes that based on the present circumstances, the current size is appropriate.
During the year, three Board members have resigned / retired and three new members have been appointed as follows:
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Mr. Stephen Mark Harrington has resigned from Board as Chairman, effective August 28, 2020 and Mr. Robbie Alphons Maria Buntinx has been appointed as Chairman, effective August 28, 2020.
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Consequent to the completion of his second term as Independent Director, Mr. Jal R. Patel retired as an Independent Director from the Board, effective December 31, 2020 and Mr. Vinesh Sadekar has been appointed as an Independent Director, effective January 1, 2021.
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Mr. Nitankumar Duggal has resigned from Board as Whole-time Director, effective December 31, 2020 and Mr. Sanjeev Madan, the CFO of the Company, has been appointed as Whole-time Director & CFO, effective January 1, 2021.
None of the Directors on the Board is a member of more than 10 committees or a Chairman of more than 5 committees (as stipulated in Regulation 26 of the Listing Regulations), across all the Indian public companies, in which he / she is a director. None of the Directors holds equity shares in the Company as on March 31, 2021.
On an annual basis, the Company obtains from each Director, details of the Board and Board Committee positions she / he occupies in other Companies and changes, if any, regarding their Directorships. In addition, the Independent Directors provide an annual confirmation that they meet the criteria of independence as defined under Section 149(6) on an annual basis of the Companies Act, 2013 read with Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these Regulations and are independent of the management.
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The details of each member of the Board as of March 31, 2021, along with the number of Directorship(s) / Committee Membership(s) / Chairmanship(s), date of joining the Board and their shareholding in the Company are provided herein below:
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Name of Directors Category DIN Number of Number of Number of
Directorship memberships post of
(including in Committee(s) Chairperson
this entity) including this in Committee
entity (including this
entity)
Mr. Robbie Alphons Non-Executive and 08830690 10# 2 0
Maria Buntinx Chairman
Mr. Sanjiv Vasudeva Managing Director and 06570945 1 2 0
CEO
Mr. Anil Shankar Non-Executive and 02143156 1 4 2
Independent
Ms. Ryna Karani Non-Executive and 00116930 6 13 5
Independent
Mr. Vinesh Prabhakar Sadekar Independent Director 00046815 3 5 0
Mr. Sanjeev Madan Whole-time Director 07533471 1 0 0
#The directorships other than this Company are in bodies corporate incorporated outside India.
The no. of memberships include Committees where the Director is a Chairperson.
Note:
(1) No director is related to any other director on the Board in terms of the definition of ‘Relative’ given under Section 2(77) of the Act, read with rule 4 of the
Companies
(Specification of definitions details) Rules, 2014.
(2) The Directorship includes directorship in all Companies and Bodies corporate (including private and unlisted Companies).
(3) The Membership and Chairmanship in Committees include Membership in all Committees including Risk Management and Business Responsibility
Committees.
Details of Directorship in Listed Companies as on March 31, 2021
Name of Directors Name of the Listed Entity Category of Directorship
Mr. Robbie Alphons INEOS Styrolution India Limited Non-Executive and Chairman
Maria Buntinx
Mr. Sanjiv Vasudeva INEOS Styrolution India Limited Managing Director and CEO
Mr. Anil Shankar INEOS Styrolution India Limited Non-Executive & Independent
Ms. Ryna Karani INEOS Styrolution India Limited Non-Executive & Independent
Reliance Infrastructure Limited Non-Executive & Independent
Prime Urban Development India Limited Non-Executive & Independent
Mr. Vinesh Prabhakar Sadekar INEOS Styrolution India Limited Non-Executive & Independent
Anupam Rasayan India Limited Non-Executive & Independent
Mr. Sanjeev Madan INEOS Styrolution India Limited Whole-time Director
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Details of Directorship in Listed Companies as on March 31, 2021
The number of Directorship(s), Committee Membership(s) / Chairmanship(s) of all Directors is within respective limits prescribed under the Companies Act, 2013 and Listing Regulations.
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Appointment and Tenure
The Directors of the Company are appointed / re-appointed by the Board on the recommendations of the Nomination and Remuneration Committee and with approval of the Members at the General Meetings. In accordance with the provisions of the Act and the Articles of Association of the Company, all the Directors of the Company, except the Independent Directors, are liable to retire by rotation at the AGM each year and, if eligible, offer themselves for re-election. The Executive Directors on the Board have been appointed in accordance with the provisions of the Companies Act, 2013 and serve in accordance with the terms of their contract of service with the Company.
As regards the appointment and tenure of the Independent Directors, following is the policy adopted by the Board:
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The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which are consistent with the Companies Act, 2013 and the Listing Regulations.
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The Independent Directors serve a maximum of two terms of three years each.
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The Company does not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure is governed by provisions of the Companies Act, 2013 and the Listing Regulations.
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None of the director of the Company has attained the age of 75 years as at March 31, 2021.
Board meetings procedure
The annual calendar of meetings is generally agreed upon at the beginning of each year or in the last Board meeting of the previous year. Board meetings are held once in every quarter. In addition to this, Board meetings are convened to transact special businesses, as and when necessary. The meetings are governed by a detailed agenda. All major issues included in the agenda are backed up by comprehensive background information to enable the Board to take informed decisions.
The agenda papers, containing detailed notes on various agenda items and other information, which would enable the Board to discharge its responsibilities effectively, are circulated in advance to the Directors. The Managing Director and the CFO brief the Board at every meeting on the overall performance of the Company. The Board is briefed on all the relevant matters of the Company at its meeting. The important matters discussed at the meeting of the Audit Committee are also highlighted to the Board. The Board is free to recommend inclusions of any matter in the agenda for discussion.
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Number of Board meetings and the attendance of Directors during the financial year 2020-21
During the Financial Year 2020-21, five Board meetings were held on June 25, 2020, August 13, 2020, November 10, 2020, December 30, 2020 and February 10, 2021. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.
Attendance record of each of the Directors at the Board meetings during the financial year 2020-21 and at the last annual general meeting are given below:
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Name of Directors No. of meetings Number of Board Attendance at last AGM
held during the meeting attended
tenure of the Director
Mr. Stephen Mark Harrington 2 2 Yes
(resigned w.e.f. August 28, 2020)
Mr. Robbie Alphons Maria Buntinx 3 3 No
(appointed w.e.f. August 28, 2020)
Mr. Sanjiv Vasudeva 5 5 Yes
Mr. Jal R. Patel 4 4 Yes
(retired w.e.f. December 31, 2020)
Mr. Anil Shankar 5 5 Yes
Ms. Ryna Karani 5 5 Yes
Mr. Nitankumar Duggal 4 4 Yes
(resigned w.e.f. December 31, 2020)
Mr. Vinesh Sadekar 1 1 No
(appointed w.e.f. January 1, 2021)
Mr. Sanjeev Madan 1 1 Yes
(appointed w.e.f. January 1, 2021)
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Profile of Directors seeking appointment / re-appointment / continuation of the appointment
The names of the Directors, who are proposed to be appointed / re-appointed at the ensuing Annual General Meeting, are as per the details stated herein below. Further, the resolution(s) for their appointment / re-appointment along with their profile/ necessary information have been appropriately included in the notice of AGM forming part of this annual report.
| Mr. Sanjiv Vasudeva | Section 152 (6) and (7) As per the provisions of the Act, two third of the Directors (excluding Independent Directors) should be retiring Directors. One third of these retiring Directors are required to retire every year and upon being eligible, they qualify for re-appointment. Accordingly, Mr. Sanjiv Vasudeva retires by rotation and is eligible and has ofered himself for re-appointment at the ensuing Annual General Meeting. |
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| Mr. Robbie Alphons Maria Buntinx |
Sections 152 and 160 Vide resolutions passed at the meetings of Nomination and Remuneration Committee and subsequently of the Board of Directors of the Company, on August 13, 2020, Mr. Robbie Alphons Maria Buntinx was appointed as the Non-Executive and Non-Independent Additional Director of the Company with efect from August 28, 2020 and holds ofce upto the date of the AGM. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the ofce of Director of the Company. |
| Mr. Vinesh Sadekar | Sections 152 and 160 Vide resolutions passed at the meetings of Nomination and Remuneration Committee and subsequently of the Board of Directors of the Company, on December 16 and December 30, 2020 respectively, Mr. Vinesh Sadekar was appointed as the Independent Additional Director of the Company for the term of 3 years with efect from January 1, 2021 and holds ofce upto the date of the AGM. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the ofce of Director of the Company. |
| Mr. Sanjeev Madan | Sections 152, 160, 196, 197 and 203 read with Schedule V Vide resolutions passed at the meetings of Nomination and Remuneration Committee and subsequently of the Board of Directors of the Company, on December 30, 2020, Mr. Sanjeev Madan was appointed as the Whole-time Director of the Company for the term of 3 years with efect from January 1, 2021, subject to approval of the shareholders at the ensuing AGM. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the ofce of Director of the Company. |
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Familiarization program for Independent Directors
Independent Directors inducted to the Board have been introduced to our Company's policies and culture through appropriate orientation sessions and have been familiarized with their roles, rights, responsibility in the Company pursuant to Regulation 25 of the Listing Regulations. Presentations were made by the Managing Director and the members of Senior Management to provide an overview and to familiarize the Independent Directors with our operations. They were also introduced to our organizational structure, our services, company structure, constitution, Board procedures, matters reserved for the Board, and risks faced by the Company and risk management policy. The details of the familiarization program for the Independent Directors have been placed on the website of the Company and can be accessed at the following url:
https://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/StyrolutionIndia/en_US/Company/Familiarization_Programme_%20Independent_Directors%20_2017.pdf
Chart / Matrix setting out the skills / expertise / competence of the Board of Directors
The Board of Directors have identified the following skills required for the Company and the availability of such skills with the Board:
==> picture [498 x 347] intentionally omitted <==
----- Start of picture text -----
Areas of Skills/ Stephen Robbie Sanjiv Jal R. Ryna Anil Nitan Vinesh Sanjeev
Expertise/ Mark Alphons Vasudeva Patel Karani Shankar kumar Sadekar Madan
Competence Harrington Maria Duggal
Buntinx (Retired (appointed (appointed
(Resigned w.e.f (resigned w.e.f w.e.f
w.e.f. (appointed December w.e.f January January
August 28, w.e.f. 31, 2020) December 1, 2021) 1, 2021)
2020) August 28, 31, 2020)
2020)
Strategy and strategic Y Y Y Y Y Y Y Y Y
planning
Policy development & Y Y Y Y Y Y Y Y Y
evaluation
Financial performance Y Y Y Y Y Y Y Y Y
Risk and compliance Y Y Y Y Y Y Y Y Y
management
Executive management Y Y Y Y Y Y Y Y Y
Commercial experience Y Y Y Y Y Y - Y -
International business Y Y Y - - - Y - -
management
Community and Y Y Y Y Y Y Y Y Y
stakeholder engagement
Integrity Y Y Y Y Y Y Y Y Y
Commitment Y Y Y Y Y Y Y Y Y
Leadership Y Y Y Y Y Y Y Y Y
----- End of picture text -----
41
Driving Success. Together.
INEOS Styrolution India Limited
III. AUDIT COMMITTEE
Composition
The Audit Committee of the Board of Directors comprises entirely of Independent Directors having expertise in accounting / financial management.
The constitution of the Audit Committee and attendance details during the financial year 2020-21 are given below:
==> picture [497 x 147] intentionally omitted <==
----- Start of picture text -----
Name of Designation and Category No. of meetings held Attendance
the Member during the tenure of
the Director
Mr. Jal R. Patel Chairperson, Independent Director 3 3
(retired w.e.f. December 31, 2020)
Mr. Anil Shankar Chairperson, Independent Director 4 4
(designated as Chairman w.e.f January 1, 2021)
Ms. Ryna Karani Member, Independent Woman Director 4 4
Mr. Vinesh Sadekar Member, Independent Director 1 1
(appointed w.e.f January 1, 2021)
----- End of picture text -----
During the financial year, the Audit Committee met four times on June 25, 2020, August 13, 2020, November 10, 2020 and February 10, 2021.
The Managing Director, Chief Financial Officer, Statutory Auditors and Internal Auditors are permanent invitees to the meeting and attend and participate at the meetings of Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board. The Audit Committee also communicates with the internal and external auditors separately, without the presence of the management representatives.
Mr. Abhijaat Sinha, Head - Legal and Company Secretary, acts as the Secretary to the Audit Committee.
The former Chairman of the Audit Committee Mr. Jal R. Patel was present at the 47th Annual General Meeting of the Company held on August 27, 2020.
The Audit Committee is governed by the terms of reference, which are in compliance with the regulatory requirements mandated by the Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II to the Listing Regulations.
The terms of reference of the Audit Committee generally include examination of Financial Statements and Statutory Auditors' report thereon and discussion of any related issues with the Internal & Statutory Auditors and the management of the Company; approval or any subsequent modification of arrangements / transactions of the Company with related parties; evaluation of internal financial controls; evaluation of risk management system; review of Company's financial reporting processes and the disclosure of financial information to ensure that the Financial Statements are correct,
42
The Audit Committee mandatorily reviews the following information:
-
a. Management discussion and analysis of financial condition and results of operations;
-
b. Statement of significant related party transactions (as defined by the audit committee) submitted by management;
-
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
-
d. Internal audit reports relating to internal control weaknesses;
-
e. The appointment, removal and terms of remuneration of the chief internal auditor;
-
f. Statement of deviations:
-
quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.
-
annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of the Listing Regulations.
IV. STAKEHOLDERS' RELATIONSHIP AND GRIEVANCE COMMITTEE
Composition
The Board has constituted a Stakeholders' Relationship and Grievance Committee to attend and redress the stakeholders' grievances and maintain harmonious relations with all stakeholders of the Company. During the financial year, the Committee met four times on June 25, 2020, August 13, 2020, November 10, 2020 and February 10, 2021.
The constitution and the attendance details of the members of Stakeholders' Relationship and Grievance Committee during the financial year 2020-21 are given below:
==> picture [497 x 175] intentionally omitted <==
----- Start of picture text -----
Name of the Member Designation and Category No. of meetings held during Attendance
the tenure of the Director
Ms. Ryna Karani Chairperson, Independent Woman Director 4 4
Mr. Sanjiv Vasudeva Member, Managing Director 4 4
Mr. Stephen Mark Member, Non-Executive Director 2 2
Harrington (resigned w.e.f August 28, 2020)
Mr. Robbie Alphons Member, Non-Executive Director 2 2
Maria Buntinx (appointed w.e.f. August 28, 2020)
Mr. Jal R. Patel Member, Independent Director 3 3
(retired w.e.f. December 31, 2020)
Mr. Anil Shankar Member, Independent Director 1 1
(appointed w.e.f. January 1, 2021)
----- End of picture text -----
43
Driving Success. Together.
INEOS Styrolution India Limited
The role of Stakeholders' Relationship and Grievance Committee includes resolving the grievances of Members, ensuring expeditious share transfer process and evaluating performance and service standards of the Registrar and Share Transfer Agent of the Company.
CS Amita Mistry is designated as the Compliance Officer of the Company.
During the financial year under review, two (02) investor complaints were received through SEBI Complaints Redress System (SCORES) and were duly resolved and the Action Taken Report was submitted on the SEBI SCORES platform in timely manner. There were no investor complaints, which remained unresolved at the end of the year. The Company receives several requests, either directly or through its RTA, such as revalidation of dividend warrants, exchange of share certificates, issue of duplicate share certificates, transmission of shares, dematerialization of shares etc. and such requests are addressed and resolved within the prescribed timelines, subject to completion of required formalities by the shareholders.
Link Intime India Private Limited, registrar and share transfer agent of the Company attends to all the grievances of the stakeholders.
The details of complaints received, cleared and pending during the financial year 2020-21 are given as under:
==> picture [497 x 128] intentionally omitted <==
----- Start of picture text -----
Nature of Complaints Received Cleared Pending Remarks
Non-receipt of Share 1 1 0 This complaint was in relation to non-receipt of
Certificates duly transferred share certificates, which had been duly
dispatched and dematerialized in 2019 itself.
Non-receipt of Delisting offer 1 1 0 This complaint was in relation to non-receipt of
delisting offer, which, upon investigation, was
found to have been sent on the registered
email ID of the shareholder by RTA of the
Company.
----- End of picture text -----
There were no complaints received through Stock exchanges or the Depositories and there are no grievances of stakeholders' remaining unattended / unresolved and every effort is made at all levels to immediately redress stakeholders' grievances without delay.
V. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Composition
During the financial year, the Committee met four times on June 25, 2020, August 13, 2020, November 10, 2020 and February 10, 2021. The constitution of the CSR Committee and attendance details during the financial year 2020-21 are given below:
==> picture [497 x 118] intentionally omitted <==
----- Start of picture text -----
Name of the Member Designation and Category No. of meetings held during Attendance
the tenure of the Director
Mr. Anil Shankar Chairperson, Independent Director 4 4
Mr. Sanjiv Vasudeva Member, Managing Director 4 4
Mr. Jal R. Patel Member, Independent Director 3 3
(retired w.e.f. December 31, 2020)
Mr. Vinesh Sadekar Member, Independent Director 1 1
(appointed w.e.f. January 1, 2021)
----- End of picture text -----
44
The CSR Committee provides guidance on various CSR activities to be undertaken by the Company and monitors its progress.
The terms of reference for the CSR Committee include:
-
Formulation of a CSR policy which shall indicate activities to be undertaken by the Company;
-
Recommendation of the CSR policy to the Board;
-
Recommendation of the amount of expenditure to be incurred on the activities;
-
Monitoring the policy from time to time.
The details of the CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on
CSR activities in Annexure - II to the Board's Report.
VI. NOMINATION AND REMUNERATION COMMITTEE
Composition
Pursuant to provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, a 'Nomination and Remuneration Committee' of the Board has been constituted. During the financial year, the Committee met four times on June 25, 2020, August 13, 2020, December 16, 2020 and December 30, 2020.
The composition of the Nomination and Remuneration Committee and attendance details during the financial year 2020-21 are given below :
==> picture [497 x 173] intentionally omitted <==
----- Start of picture text -----
Name of the Member Designation and Category No. of meetings held during Attendance
the tenure of the Director
Mr. Jal R. Patel Chairperson, Independent Director 4 4
(retired w.e.f. December 31, 2020)
Ms. Ryna Karani Chairperson, Independent Woman Director 0 0
(appointed as Chairperson w.e.f.
January 1, 2021)
Mr. Stephen Mark Member, Non - Executive Director 2 2
Harrington (resigned w.e.f. August 28, 2020)
Mr. Robbie Alphons Member, Non-Executive Director 2 2
Maria Buntinx (appointed w.e.f. August 28, 2020)
Mr. Anil Shankar Member, Independent Director 4 4
----- End of picture text -----
45
Driving Success. Together.
INEOS Styrolution India Limited
The terms of reference of the Committee are in line with the requirements of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations.
The terms of reference of the Committee include:
-
Formulation of the remuneration policy, for the Directors, Key Managerial Personnel and other employees;
-
Formulation of criteria for evaluation of Independent Directors and the Board;
-
Devising a policy on Board diversity;
-
Identifying persons for Board and senior management positions.
The Committee acts as a link between the Management team and the Board of Directors.
VII. REMUNERATION TO DIRECTORS
Remuneration policy:
The Nomination and Remuneration Committee determines and recommends to the Board, the remuneration payable to Directors. All Board-level remuneration is approved by the shareholders and disclosed separately in the financial statements. Remuneration to the Executive Directors consists of a fixed component and a variable component. The Managing Director and Chief Executive Officer as well as the Whole-time Director of the Company are respectively entitled to an annual variable pay each fiscal year, which is subject to achievement of certain milestones by the Company, in accordance with the Company's policies. The remuneration of the Executive Directors is approved by the Nomination and Remuneration Committee and by the Board and placed before the shareholders at the shareholders' meeting for approval at the time of the respective appointment. The annual increments and variable components of their remuneration are considered and approved / ratified by the Board / Nomination and Remuneration Committee in accordance with the limits set out in the approvals granted by shareholders at the time of their appointment.
The profit related commission payable to the Independent Directors is limited to a fixed amount per year as determined and approved by the Board, the aggregate sum of which shall not exceed 1% of our net profits for the year, calculated as per the provisions of the Act and subject to the limits approved by the shareholders from time to time.
The details of the remuneration policy adopted by the Company has been disclosed on the website of the Company and can be accessed at the following url:
http://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/StyrolutionIndia/enUS/Company/Nomination%20and%20Remuneration%20Policy%20%20REVISED%202017%20Aug.pdf
Remuneration to Executive Directors:
The details of remuneration paid / payable to Mr. Sanjiv Vasudeva (Managing Director & CEO), Mr. Nitankumar Duggal (Whole-time Director till December 31, 2020) and Mr. Sanjeev Madan (Whole-time Director appointed w.e.f. January 1, 2021) for financial year 2020-21 is as under:
46
Remuneration to Executive Directors:
The details of remuneration paid / payable to Mr. Sanjiv Vasudeva (Managing Director & CEO), Mr. Nitankumar Duggal (Whole-time Director till December 31, 2020) and Mr. Sanjeev Madan (Whole-time Director appointed w.e.f. January 1, 2021) for financial year 2020-21 is as under:
==> picture [498 x 321] intentionally omitted <==
----- Start of picture text -----
( in lakhs)<br>Name & Designation Sanjiv Vasudeva Nitankumar Duggal Sanjeev Madan<br>Managing Director Whole-time Director Whole-time Director<br>& CEO (resigned w.e.f (appointed w.e.f.<br>December 31, 2020) January 1, 2021)<br>Salary 291.44 89.71 22.49<br>Perquisites NIL NIL NIL<br>Retiral benefits 8.34 3.96 1.04<br>Commission, bonus and 101.61* 13.33* NIL<br>performance linked incentives<br>Other benefits (medical plan) 0.10 0.10 0.10<br>Stock Options NIL NIL NIL<br>Tax consulting and retirement NIL NIL NIL<br>management fees<br>Tax adjustments NIL NIL NIL<br>Total 299.89 93.77 23.61<br>Tenure 3 years NA 3 years<br>From 01 March 2019 NA 01 January 2021<br>To 28 February 2022 NA 31 December 2023<br>Notice period 3 months NA 3 months<br>Equity shares of 10 held NIL NIL NIL
as on 31.03.2021
----- End of picture text -----
*This includes performance bonus and LTI, which already form part of the Salary. No commission is paid to the Executive Directors.
Remuneration to Non-Executive Directors:
Non-Executive Directors who are employees of INEOS group do not receive any remuneration from the Company.
As per shareholders' approval accorded on August 8, 2019, the Independent Directors of the Company are paid 'Sitting Fees' for attending Board / Committee Meetings and 'Profit Related Commission' based on performance of the Company and performance evaluation criteria set forth in the Nomination and Remuneration Policy.
The details of sitting fees for attending Board / Committee meetings and profit related commission paid to them during the financial year 2020-21 is as follows:
47
Driving Success. Together.
INEOS Styrolution India Limited
Details of remuneration paid / payable to non-executive and independent Directors for FY 2020-21 is as under:
| Details of remuneration paid / payable to non-executive and independent Directors for FY 2020-21 is as under: | Details of remuneration paid / payable to non-executive and independent Directors for FY 2020-21 is as under: | Details of remuneration paid / payable to non-executive and independent Directors for FY 2020-21 is as under: | Details of remuneration paid / payable to non-executive and independent Directors for FY 2020-21 is as under: | Details of remuneration paid / payable to non-executive and independent Directors for FY 2020-21 is as under: |
|---|---|---|---|---|
| (`) | ||||
| Name of Directors | Commission | Sitting fees for Board/ Committee meetings **attended *** |
Total | No. of equity shares of `10 held as on March 31, 2021 |
| Mr. Jal R. Patel | 675,000 | 450,000 |
450,000 | NIL |
| Mr. Anil Shankar | 900,000 | 530,000 |
530,000 | NIL |
| Ms. Ryna Karani | 900,000 | 400,000 |
400,000 | NIL |
| Mr. Vinesh Sadekar | 225,000 | 100,000 |
100,000 | NIL |
| TOTAL | 27,00,000 | 14,80,000 | 14,80,000 |
*Inclusive of TDS.
Directors with materially significant related party transactions, pecuniary or business relationship with the Company.
There have been no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors that may have potential conflict with the interests of the Company at large.
Apart from drawing sitting fees and commission, none of the Independent Directors have any other material pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries and in the judgement of the Board, their independence and judgement remains unaffected.
VIII. RISK MANAGEMENT COMMITTEE (NON- MANDATORY COMMITTEE FOR THE YEAR 2020-21)
The Company has constituted a Risk Management Committee to assist the Board in fulfilling its corporate duties by overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. The Committee has the overall responsibility of monitoring and approving the risk policies and associated practices of the Company.
The Risk Management Committee ('the Committee') is comprised of two Members as follows:
| Name(s) of the Member | Designation |
|---|---|
| Mr. Sanjiv Vasudeva | Chairperson |
| Mr. Sanjeev Madan | Member |
The Committee met 2 times during the year on June 25, 2020 and November 10, 2020.
In terms of the recent amendments to the Listing Regulations, the Company would reconstitute the Risk and Management Committee in accordance with the applicable requirements.
48
IX. GENERAL BODY MEETINGS
Details of the last three AGM and details of special resolutions passed at the AGMs are given below:
==> picture [497 x 514] intentionally omitted <==
----- Start of picture text -----
Financial Meeting and Venue Day, Date and Special Resolutions passed
Year Time
2017-18 45th Annual General Meeting Thursday, • None.
‘Chandarva Hall’, WelcomHotel, August 9, 2018
R. C. Dutt Road, Alkapuri, 11.30 a.m.
Vadodara 390007
2018-19 46th Annual General Meeting Thursday, • Appointment of Ms. Ryna Karani as an
‘CRYSTAL’, 2nd Floor, August 8, 2019 Independent Woman Director of the Company.
Grand Mercure Vadodara 11.00 a.m.
• Re-appointment of Mr. Anil Shankar as an
Surya Palace Sayajigunj,
Independent Director of the Company.
Vadodara - 390020
• Continuation of directorship of Mr. Jal R. Patel, who
has attained the age of seventy five years, as an
Independent Director.
• Re-appointment of and payment of remuneration
to Mr. Sanjiv Vasudeva as Managing Director &
CEO of the Company for the period of 3 years w.e.f.
March 1, 2019.
• Waiver of recovery of excess remuneration paid to
Mr. Sanjiv Vasudeva, Managing Director & CEO of
the Company.
• Approval of remuneration for Mr. Nitankumar
Duggal, Whole-time Director of the Company and
waiver of recovery of excess remuneration paid.
2019-20 47th Annual General Meeting Thursday, • Appointment of M/s. Deloitte Haskins & Sells as
held through Video August 27, 2020 statutory auditors of the Company.
Conferencing (“VC”) / Other 11.00 a.m.
Audio Visual Means • Re-appointment of Mr. Nitankumar Duggal as
Whole-time Director of the Company for the period
(“OAVM”).
of 3 years w.e.f. August 31, 2020.
Deemed venue to be the
registered office of the
Company at 5th Floor,
Ohm House-2,
Ohm Business Park,
Subhanpura,
Vadodara - 390023,
Gujarat
----- End of picture text -----
All the resolutions set out in the respective Notices were passed by the Shareholders.
49
Driving Success. Together.
INEOS Styrolution India Limited
During the financial year under review, no extra ordinary general meeting was held or resolution was passed through postal ballot.
At the forthcoming Annual General Meeting, there are no special resolutions for which the Listing Regulations or the Act has recommended / mandated postal ballot and there is no proposal to pass any resolution through postal ballot. Special resolutions by way of Postal Ballot, if required to be passed in the future, will be decided at the relevant time.
X. DISCLOSURES:
-
a) There were no transactions of material nature with its promoters, the Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.
-
(i) The Audit Committee has granted omnibus approval for related party transactions in the ordinary course of business. The same are reviewed on a quarterly basis by the Audit Committee.
-
(ii) Transactions with related parties are disclosed under notes to accounts and in Form AOC-2 forming part of the Board’s Report.
-
(iii) In accordance with the requirements of the Listing Regulations, the Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions and the same has been put up on the website of the Company and can be accessed at the following url :
https://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/StyrolutionIndia/en_US/Company/RPT%20Policy_2017%20Aug.pdf
The said policy was reviewed and revised and the revised policy was approved by the Board at its meeting held on May 19, 2021.
-
b) There were no instances of non-compliance nor have any penalties, strictures been imposed by Stock Exchanges or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.
-
c) In line with the requirements of the Regulation 17(9) of the Listing Regulations, the Board reviewed the Management’s perception of the risks faced by the Company and measures taken to minimize the same.
-
d) The Company has established vigil mechanism to provide for the safeguards against victimization of Directors and employees who follow such mechanism and to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics. The Board has approved whistle blower policy / establishment of vigil mechanism pursuant to provisions of Act and Regulation 22 of the Listing Regulations, as may be applicable and affirms that no person has been denied access to the Chairman of the Audit Committee and also to the Chairman of the Board of the Company. The policy adopted has been put up on the website of the Company and can be accessed at the following url:
https://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/StyrolutionIndia/en_US/Company/Whistleblower_Policy%20_INEOS_2017.pdf
-
e) The Company is in full compliance with the mandatory requirements as contained in the Listing Regulations.
-
f) The disclosures required pursuant to the provisions of Section II Part II of Schedule V of the Companies Act, 2013 are provided in the Section VII of this Report pertaining to Remuneration to Directors.
-
g) The Company has complied with the Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations as detailed below:
50
| Sr. No. |
Particulars | Regulation | Compliance Status Yes/No/N.A. |
|---|---|---|---|
| 1 | Board of Directors | 17 | YES |
| 2 | Maximum Number of Directorships | 17A | YES |
| 3 | Audit Committee | 18 | YES |
| 4 | Nomination and Remuneration Committee | 19 | YES |
| 5 | Stakeholders' Relationship and Grievance Committee | 20 | YES |
| 6 | Risk Management Committee | 21 | N.A |
| 7 | Vigil Mechanism | 22 | YES |
| 8 | Related Party Transactions | 23 | YES |
| 9 | Subsidiaries of the Company | 24 | N.A |
| 10 | Secretarial Audit report | 24A | YES |
| 11 | Obligations with respect to Independent Directors | 25 | YES |
| 12 | Obligations with respect to employees including Senior Management, Key Managerial Personnel, Directors and Promoters |
26 | YES |
| 13 | Other Corporate Governance requirements | 27 | YES |
| 14 | Website | 46(2)(b) to (i) | YES |
-
h) To determine 'material subsidiary', the Company has adopted a 'Policy on Determination of Material Subsidiary' and
-
the same is available on the website of the Company and can be accessed at the following url:
-
https://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/StyrolutionIndia/en_US/Company/Material_subsidiary_INEOS_2017.pdf
-
I) The Company has in place a 'Prevention of Sexual Harassment Policy' in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
-
(i) Accordingly, an Internal Committee has been set up for each location to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
-
(ii) The status of the complaints received during the year are as under:
| No. of complaints received during the year |
No. of complaints redressed during the year |
Any complaint remain unattended at the year end |
Remarks |
|---|---|---|---|
| 0 | 0 | 0 | There was no complaint received during the year. |
j) The details of total fees for all services paid by the Company to the statutory auditors and all entities in the network firm/network entity of which the Statutory Auditor is a part, are stated below:
| Firm Name | Nature of services | `in Lakhs |
|---|---|---|
| Deloitte Haskins & Sells | Audit, Limited Review & certifcation | 41.55 |
| Deloitte Haskins & Sells LLP | Assistance for IT Proceedings/Appeals | 1.00 |
| Price Waterhouse CA LLP | Limited Review* | 1.33 |
| Total | 43.88 |
*Limited Review for the 1st quarter ended June 30, 2020 was completed by the erstwhile auditors Price Waterhouse CA LLP
51
Driving Success. Together.
INEOS Styrolution India Limited
-
k) During the year under report, the Company has not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A).
-
l) The Company does not have any long term debt instruments or any fixed deposit program or any scheme or proposal involving mobilization of funds, in India or abroad. Hence, no credit rating is obtained in relation to the same.
However, due to the working capital facilities that the Company utilizes from its bankers, a general credit rating is required to be obtained by the Company. The credit rating as received by the Company from Credit Rating Agency for Long term / short term bank facilities, as of March 31, 2021, is CARE A+, STABLE / CARE A1+.
-
m) None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies as Directors of Companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority during the year under report. The certificate from M/s Devesh Pathak & Associates, Practicing Company Secretaries, verifying and confirming the same, has already been obtained and is annexed to this report.
-
n) During the year under report, there was no incident / occasion where the Board had not accepted any recommendation of any committee of the Board, which is mandatorily required.
-
o) List of Commodity price risks and Commodity hedging activities is as under:
The Company faces commodity price risks such as foreign currency fluctuations, volatility in product / raw material prices etc. For risk mitigation, the Company usually enters into price formulas based on internationally accepted market price publications like IHS, ICIS & Platts etc.
The Company has not done any commodity hedging during financial year 2020-2021.
-
XI. DISCRETIONARY REQUIREMENTS AS PER REGULATION 27(1) OF SEBI LISTING REGULATIONS (PART E OF SCHEDULE II):
-
(A) The Board: The Company does not maintain a separate office for the non-executive chairperson.
-
(B) Audit Qualification: There has been no audit qualification / modified opinions in the audit report by the auditor for the financial year 2020-21.
-
(C) Separate Posts of Chairman and Managing Director / CEO: The posts of Chairman and Managing Director / CEO are held by two different individuals with vast experience and expertise.
-
(D) Reporting of Internal Auditor: The internal auditors of the Company present their report and observations to the Audit Committee on a regular basis.
Risk Management Framework
The Board takes responsibility for the overall process of risk management in the organization and a Risk Management Committee has been formed. Your Company has integrated its risk monitoring procedures with the global INEOS policies. Through a detailed risk management programme, each functional head addresses opportunities and the attendant risks through a systematic approach aligned to the Company's objectives. This is also facilitated by internal audit. The results of the risk assessment and residual risks are presented to the senior management. The Audit Committee also reviews reports covering operational, financial and other business risk areas.
52
Code of Conduct
The Company has in place a Code of Conduct framed specifically in compliance with the provisions of Regulation 17 of the Listing Regulations. The matters covered in this Code are of utmost importance to the Company, its shareholders, clients and business partners. The purpose of this Code is to articulate highest standards of honesty, integrity, ethical and lawabiding behavior. It also aims to encourage the observance of these standards to protect and promote the interest of shareholders, employees, customers, suppliers and creditors. It sets out the responsibility, accountability and report and investigate any reported violations of the Code or unethical or unlawful behavior.
The Code of Conduct applicable to Board members and key employees of the Company has been posted on the Company's website. For the year under review, all Board members and senior management personnel of the Company have confirmed their adherence to the provisions of the said Code. A certificate from the Managing Director & CEO to this effect is attached to this Report.
XII. CEO / CFO CERTIFICATE(S)
The Managing Director and the Chief Financial Officer have submitted to the Board of Directors annual certification relating to financial reporting and internal controls, as required by Regulation 17(8) of the Listing Regulations, for the financial year ended March 31, 2021.
XIII. MEANS OF COMMUNICATION:
The quarterly, half-yearly and annual financial results of the Company are published in leading English and vernacular newspapers viz. Business Standard and Vadodara Samachar. Additionally, the results, other important information and official news releases including presentations made for investors or analysts are also periodically updated on the Company' s website viz. www.ineosstyrolutionindia.com
The Company organizes investor conference calls to discuss its financial results every quarter where investors' queries are answered by the executive management of the Company. The investor presentations and the transcripts of the calls are also uploaded on the website of the Company.
Further, the related information is uploaded / submitted to stock exchanges (BSE Limited and National Stock Exchange of India Limited) from time to time.
Management Discussion and Analysis Report forms a part of this Annual Report.
Annual Report
Annual Reports, notice of the meetings and other communications to the Shareholders are sent through e-mail, post or courier.
However, this year in view of the outbreak of COVID-19 pandemic and owing to the difficulties involved in dispatching of physical copies of Annual Report, the Ministry of Corporate Affairs (“MCA”) has vide its circular no 20/2020 dated 5 May 2020 read with circular no. 02/2021 dated 13 January 2021, directed the Companies to send the Annual Report only by e- mail to all the Members of the Company. Therefore, the Annual Report for FY 2020-21 and Notice of 48th AGM of the Company is only being sent to the Members at their registered e-mail addresses in accordance with MCA and SEBI Circulars.
53
Driving Success. Together.
INEOS Styrolution India Limited
XIV. GENERAL SHAREHOLDER INFORMATION:
• 48th AGM August 13, 2021 (Friday) at 11.30 a.m. IST (Date, Time and Venue): through Video Conference (“VC”)/Other Audio Visual Means (“OAVM”) • Financial year 1 April to 31 March. The financial results will be approved as per the following tentative schedule: First Quarter: Second week of August 2021 Second Quarter: Second week of November 2021 Third Quarter: First week of February 2022 Fourth Quarter: Second week of May 2022 • Dividend for the year 2020-21 The Board of Directors of the Company has recommended a final dividend of ` 10 (100 %) per equity share for the year ended on March 31, 2021. Dividend when declared at the annual general meeting will be paid to the Members, whose names appear on the register of members as on August 6, 2021 . • Book Closure period Saturday, August 7, 2021 to Friday, August 13, 2021 (both days inclusive) • Corporate Identity Number (CIN) L25200GJ1973PLC002436 • ISIN for NSDL & CDSL INE189B01011 • Listing on Stock Exchanges BSE Limited (BSE) Scrip Code : 506222
National Stock Exchange of India Limited (NSE) Scrip Symbol: INEOSSTYRO
Listing fees for the year 2021-22 have been paid to both the stock exchanges within stipulated time.
- Distribution of shareholding as on March 31, 2021:
| No. of shares ranging From - To | No. of Shareholders | % to Total | No. of Shares | % to Total |
|---|---|---|---|---|
| 1 - 500 |
13065 | 93.76 | 1086480 | 6.18 |
| 501 - 1000 |
467 | 3.35 | 364828 | 2.07 |
| 1001 - 2000 |
203 | 1.46 | 295642 | 1.68 |
| 2001 - 3000 |
57 | 0.41 | 145916 | 0.83 |
| 3001 - 4000 |
36 | 0.26 | 128806 | 0.73 |
| 4001 - 5000 |
21 | 0.15 | 98699 | 0.56 |
| 5001 - 10000 |
40 | 0.29 | 306349 | 1.74 |
| 10001 - Above |
46 | 0.33 | 15158905 | 86.20 |
| TOTAL : | 13,935 | 100.00 | 17,585,625 | 100.00 |
54
Dematerialization of shares as on March 31, 2021:
| Particulars | March 31, 2021 | March 31, 2021 | March 31, 2020 | March 31, 2020 |
|---|---|---|---|---|
| Category | No. of shares | % to total | No. of shares | % to total |
| No. of Demat Shares | ||||
| - NSDL | 16,047,408 | 91.25 | 16,340,111 | 92.92 |
| - CDSL | 1,388,091 | 7.90 | 1,070,613 | 6.09 |
| No. of physical shares | 150,126 | 0.85 | 174,901 | 0.99 |
| Total | 17585625 | 100.00 | 17,585,625 | 100.00 |
-
Certificates, on half-yearly basis, pursuant to Regulation 40(9) of the Listing Regulations, have been issued by a Company Secretary-in-practice for due compliance of share transfer formalities by the Company. A Company Secretary-in-practice carried out a reconciliation of share capital audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued / paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
-
High / low of market price of the Company's shares traded along with the volumes at BSE and NSE during the financial year 2020-21 is furnished below:
| BSE (SENSEX) | BSE (SENSEX) | BSE (SENSEX) | BSE (SENSEX) | BSE (SENSEX) | NSE (Nifty) | NSE (Nifty) | NSE (Nifty) | NSE (Nifty) |
|---|---|---|---|---|---|---|---|---|
| Month | High Price ( **)**|**Low**<br>**Price**<br>**(**) |
No. of Shares Traded |
SENSEX | High Price ( **)**|**Low**<br>**Price**<br>**(**) |
No. of Shares Traded |
NIFTY | ||
| Apr-20 | 615 | 520 | 8,329 | 33,718 | 618 | 517 | 64,272 | 9,860 |
| May-20 | 620 | 550 | 2,740 | 32,424 | 614 | 550 | 56,931 | 9,580 |
| Jun-20 | 754 | 597 | 14,984 | 34,916 | 755 | 584 | 174,063 | 10,302 |
| Jul-20 | 920 | 504 | 264,834 | 37,607 | 909 | 501 | 2,830,755 | 11,073 |
| Aug-20 | 558 | 485 | 55,144 | 38,628 | 555 | 485 | 541,143 | 11,388 |
| Sep-20 | 537 | 484 | 23,452 | 38,068 | 536 | 484 | 190,783 | 11,248 |
| Oct-20 | 549 | 500 | 24,502 | 39,614 | 560 | 505 | 251,722 | 11,642 |
| Nov-20 | 709 | 510 | 69,942 | 44,150 | 709 | 510 | 812,995 | 12,969 |
| Dec-20 | 848 | 705 | 63,699 | 47,751 | 849 | 700 | 1,394,802 | 13,982 |
| Jan-21 | 1090 | 821 | 100,647 | 46,286 | 1088 | 821 | 1,251,339 | 13,635 |
| Feb-21 | 1115 | 907 | 95,570 | 49,100 | 1114 | 910 | 1,145,684 | 14,529 |
| Mar-21 | 1035 | 922 | 46,670 | 49,509 | 1037 | 922 | 655,647 | 14,691 |
| Total Shares Traded | 770,513 | 9,370,136 | ||||||
| Average Shares Traded | 64,209 | 780,845 |
Note: Figures are rounded off to the nearest number.
55
Driving Success. Together.
INEOS Styrolution India Limited
Graphical representation of the share price performance of the Company in FY 2020-21at BSE:
Share Price at BSE for the year 2020-21
==> picture [458 x 214] intentionally omitted <==
----- Start of picture text -----
1200 - 52000
- 50000
1100
- 48000
1000 - 46000
900 - 44000
- 42000
800
- 40000
700 - 38000
- 36000
600
- 34000
500 - 32000
400 - 30000
Apr 20 May 20 Jun 20 Jul 20 Aug 20 Sep 20 Oct 20 Nov 20 Dec 20 Jan 21 Feb 21 Mar 21
High Price 615 620 754 920 558 537 549 709 848 1090 1115 1035
Low Price 52 550 597 504 485 484 500 510 705 821 907 922
SENSEX 33,718 32,424 34,916 37,607 38,628 38,068 39,614 44,150 47,751 46,286 49,100 49,509
(closing)
Share Price
----- End of picture text -----
Graphical representation of the share price performance of the Company in FY 2020-21 at NSE:
Share Price at NSE for the year 2020-21
==> picture [458 x 215] intentionally omitted <==
----- Start of picture text -----
1200 - 15000
1100
- 14000
1000
- 13000
900
800 - 12000
700
- 11000
600
- 10000
500
400 - 9000
Apr 20 May 20 Jun 20 Jul 20 Aug 20 Sep 20 Oct 20 Nov 20 Dec 20 Jan 21 Feb 21 Mar 21
High Price 618 614 755 909 555 536 560 709 849 1088 1114 1037
Low Price 517 550 584 501 485 484 505 510 700 821 910 922
NIFTY 9,860 9,580 10,302 11,073 11,388 11,248 11,642 12,969 13,982 13,635 14,529 14,691
(closing)
Share Price
----- End of picture text -----
56
Category wise shareholding as on March 31, 2021:
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----- Start of picture text -----
Category No. of shares % of shareholding
Promoters
- Indian Promoters - 0.00
- Foreign Promoters: 13,189,218 75.00
INEOS Styrolution South East Asia Pte Ltd.
----- End of picture text -----
| Category | No. of shares | % of shareholding |
|---|---|---|
| Promoters | ||
| - Indian Promoters | - | 0.00 |
| - Foreign Promoters: INEOS Styrolution South East Asia Pte Ltd. |
13,189,218 | 75.00 |
| Institutional Investors | ||
| - Mutual Funds | 814,020 | 4.63 |
| - Banks, Financial Institutions, Insurance Companies | 2,700 | 0.02 |
| - Foreign Portfolio Investors | 84,399 | 0.48 |
| - Alternative Investment Funds | 0.00 | 0.00 |
| Non-Institutions | ||
| - Indian Public | 2,645,417 | 15.04 |
| - Central Government / State Government (IEPF) | 51,851 | 0.29 |
| - Corporate Bodies | 556,631 | 3.17 |
| - HUF | 134,674 | 0.77 |
| - NRIs | 71,810 | 0.40 |
| - NBFC registered with RBI | 3,000 | 0.02 |
| - Clearing Members | 31,905 | 0.18 |
| Grand Total | 17,585,625 | 100.00 |
- Registrar and Share Transfer Agent
Link Intime India Private Limited B -102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara - 390 020. Phone : +91 265 2356573 E-mail : [email protected]
• Share transfer system
All the transfers received were processed by the Registrar and share transfer agent and by secretarial department of the Company twice in a month or more depending on the volume of transfers. Share transfers were registered and returned within maximum of 15 days from the date of lodgment if documents are complete in all respect.
As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) are not being processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. With the proposed change coming into effect from April 1, 2019, Equity Shares of the Company are eligible for transfer only in Dematerialized form.
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Driving Success. Together.
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• Exchange of share certificates.
The shareholders holding share certificates of Styrolution ABS (India) Limited, INEOS ABS (India) Limited, LANXESS ABS Limited, Bayer ABS Limited, ABS Industries Limited and / or ABS Plastics Limited are requested to surrender the same at the Company's registered office at 5th Floor, OHM HOUSE - II, OHM Business Park, Opposite. Balaji Hospital, Ellora Park (East), Subhanpura, Vadodara - 390 023, Gujarat, to get their share certificates with changed name of the Company i.e. INEOS Styrolution India Limited.
• Unclaimed dividend and unclaimed shares
Dividend declared for the year 2013 has been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government and accordingly no claim shall lie in respect thereof.
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended and notified by the Ministry of Corporate Affairs from time to time, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF) Suspense Account.
The shares transferred / to be transferred to IEPF Suspense Account, including all benefits accruing on such shares, if any, can be claimed by the members from IEPF Authority, after following the procedure prescribed under the Rules.
Pursuant to the provisions of Sections 124 and 125 of the Act, dividends which remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend account are required to be transferred to IEPF established by the Central Government. The details of unpaid dividend are placed on the website of the Company at https://www.ineosstyrolutionindia.com.
Members who have not encashed their dividend warrants towards the Final Dividend for the year ended December 31, 2014 or thereafter are requested to write to the Company's Registrars and Transfer Agents at the earliest.
• Demat suspense account/ unclaimed suspense account
- As on Report date, Company does not hold any Demat Suspense Account/ Unclaimed Suspense Account in its name.
• Trading Window
In accordance with the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons, as adopted by the Company, the Company closes trading window for designated employees from time to time. As per policy, the trading window is generally closed from the last day of the close of the quarter for which financial results are prepared and opened after 48 hours of conclusion of Board meeting in which the financial results are approved. The trading window is also closed during and after occurrence of price sensitive events as per the Code for Prevention of Insider Trading.
- The Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments, and accordingly, the same did not have any impact on the equity as on March 31, 2021.
58
• Report on Corporate Governance
The Company regularly submits to the stock exchanges, the report on corporate governance, as required, within the prescribed period.
• Plant locations
The Company's plants are located at Nandesari, Katol, Moxi & Dahej in Gujarat. Please refer page no. 3. of this Annual Report for the addresses of plant locations.
• Address for correspondence
Shareholders' correspondence should be addressed to the Company's registrar and share transfer agent at the address mentioned on page no. 57 of this Annual Report.
Shareholders may also contact CS Abhijaat Sinha, Head - Legal and Company Secretary, at the registered office of the Company for any assistance.
Email ID : [email protected] Tel. No. +91 265 2303201-02 Fax. +91 265 2303203 Website : www.ineosstyrolutionindia.com
Shareholders holding shares in electronic mode should address all their correspondence to their respective depository participants.
59
Driving Success. Together.
INEOS Styrolution India Limited
CEO & CFO CERTIFICATE
To
The Board of Directors INEOS Styrolution India Limited
We, Sanjiv Vasudeva, Managing Director & Chief Executive Officer of the Company and Sanjeev Madan, Whole-time Director & Chief Financial Officer of the Company certify that:
-
A. We have reviewed financial statements and the cash flow statement and all the notes on accounts for the year ended on March 31, 2021 and to the best of our knowledge and belief:
-
(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
-
(ii) These statements together present a true and fair view of the Company's affairs and are in compliance with Indian Accounting Standards, applicable laws and regulations.
-
B. To the best of our knowledge and belief, no transactions entered into by the Company during the year ended on March 31, 2021 are fraudulent, illegal or violative of the Company's Code of Conduct.
-
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.
-
D. i) There has not been any significant change in internal control over financial reporting during the year under reference;
-
ii) Changes in accounting policies consequent to the implementation of the Indian Accounting Standards (Ind AS) have been appropriately disclosed in the financial Statements and the impact thereof on the Company’s financials is not material;
- iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Company’s internal control system over financial reporting.
Date: May 19, 2021 Place: Vadodara
Mr. Sanjiv Vasudeva Managing Director and CEO
Mr. Sanjeev Madan Whole-time Director & CFO
60
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To, The Members of INEOS Styrolution India Limited 5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023
We have examined the relevant registers, records, forms, returns and disclosures received (electronically only in view of COVID-19 Advisories) from the Directors of INEOS Styrolution India Limited having CIN: L25200GJ1973PLC002436 and having registered office at 5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority except Mr.- (DIN- ) who has been debarred/disqualified by - [give name of Statutory Authority and reason].
| Sr. No | Name of Director | DIN | Date of appointment in Company |
|---|---|---|---|
| 1 | Mr. Robbie Alphons Maria Buntinx | 08830690 | 28/08/2020 |
| 2 | Mr. Sanjiv Vasudeva | 06570945 | 01/03/2016 |
| 3 | Mr. Sanjeev Madan | 07533471 | 01/01/2021 |
| 4 | Mr. Vinesh Prabhakar Sadekar | 00046815 | 01/01/2021 |
| 5 | Mr. Anil Shankar | 02143156 | 12/08/2016 |
| 6 | Ms. Ryna Zaiwalla Karani | 00116930 | 16/05/2016 |
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Devesh Pathak & Associates
Place: Vadodara Date: 13th May, 2021
Sd/Devesh A. Pathak FCS 4559 CP No. 2306 UDIN: F004559C000296642
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Driving Success. Together.
INEOS Styrolution India Limited
CERTIFICATE ON CORPORATE GOVERNANCE
INDEPENDENT AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
To, The Members of INEOS STYROLUTION INDIA LIMITED
We have examined the compliance of conditions of Corporate Governance of INEOS STYROUTION INDIA LIMITED (“the Company”) for the year ended March 31, 2021, as stipulated in Regulation 15 and other relevant regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') electronically only in view of COVID-19 Advisories.
The compliance of conditions of Corporate Governance is responsibility of the Management. Our examination was limited to review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to our examination of the relevant records as aforesaid and the explanations given to us and the representations made by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 15 and other relevant regulations of the Listing Regulations above, during the year ended March 31, 2021 as applicable. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For Devesh Pathak & Associates. Practising Company Secretaries
Sd/-
Place: Vadodara Date: 13th May, 2021
Devesh A. Pathak Sole Proprietor Membership No. : FCS 4559 CoP No. : 2306 UDIN: F004559C000295465
62
ANNEXURE - II TO THE BOARD’S REPORT Report on Corporate Social Responsibility Activities
1. Brief Overview
INEOS Styrolution India Limited is committed to the INEOS Group’s mission of delivering the best solutions, which includes creating a more inclusive and resource-efficient India as a responsible corporate citizen. The CSR Policy adopted by the Company intends to contribute to the sustainable development of the society and environment.
Our Company’s CSR activities are aligned with the core requirements and solutions for the community in villages near our plant sites. Be it long term projects or urgent needs, the Company responds in a timely and positive manner. This year, the CSR activities included the outreach related to alleviating difficulties caused to the community due to COVID-19 pandemic and it included distributing groceries, rations kits, food packets, sanitization kits, sanitization of common areas, programs for wellness and health awareness in the villages and running of the Mobile Health Unit to cater to the regular health and wellbeing of the villagers.
The key focus areas under CSR activities for the Company continue to be Sustainability, Preventive Healthcare, Education and Community Welfare for people from disadvantaged sections of the society, especially in areas within the vicinity of our office and the plants.
Overview of the projects/programs undertaken:
Some of the key CSR activities undertaken by the Company during the year included:
(a) Sustainability
-
Maintenance of Green Belt Zones near various plant locations.
-
Solar panel installation in primary school for renewable energy.
(b) Preventive Healthcare
- Running of Mobile Health Unit, providing basic medical facilities in the villages near Company’s plants.
(c) Education
-
Providing educational and infrastructural facilities such as renovation of toilet blocks in primary schools located near the Company’s plants.
-
Providing special assistance to the schools of differently abled kids near Company’s office.
(d) Community Welfare (Covid-19 Relief Activities)
-
Providing groceries, ration kits and sanitization kits to the needy in Vadodara, Nandesari and Moxi.
-
Distribution of food packets to migrant workers in the areas near the plants of the Company.
-
Providing sanitization/disinfecting facilities at public utility offices near the plants of the Company.
2. Composition and meetings of CSR Committee:
During the financial year, the CSR Committee met four times on June 25, 2020, August 13, 2020, November 10, 2020 and February 10, 2021. The constitution of the CSR committee and attendance details during the financial year 2020-21 are given below:
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| Sr. No. |
Name of Director | Designation/ nature of directorship |
Number of meetings of CSR committee held during the year |
Number of meetings of CSR committee attended during the year |
|---|---|---|---|---|
| 1 | Mr. Anil Shankar | Chairperson/Independent Director | 4 | 4 |
| 2 | Mr. Sanjiv Vasudeva | Member/Managing Director & Chief Executive Ofcer |
4 | 4 |
| 3 | Mr. Jal R. Patel | Member/Independent Director | 4 | 3* |
| 4 | Mr. Vinesh Sadekar | Member/Additional Independent Director | 4 | 1** |
-
w.e.f 31st of December 2020, Mr. Jal R.Patel retired from the Board of the Company and as a Member of the CSR Committee.
-
** w.e.f 1st January 2021, Mr. Vinesh Sadekar has been appointed as Additional Director on Board of the Company and as a member of CSR Committee.
3. Web-links for the Composition of CSR Committee, CSR Policy, and CSR Projects approved by the Board as disclosed on the website of the Company
The CSR Policy adopted by the Company laying out the Company’s philosophy on CSR is available on the website of the Company at the following link:
-
a. CSR Committee details
-
Location - www.ineosstyrolutionindia.com -> Company -> Investors -> Investor Info -> Board of Director Committees
-
b. CSR Policy
-
Location - www.ineosstyrolutionindia.com -> Company -> Corporate Governance -> Downloads
-
c. CSR Projects
-
Location - www.ineosstyrolutionindia.com -> Sustainability -> Community Involvement
4. The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, if applicable:
Sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable for year under reporting.
5. Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended and the amount required for set off for the financial year, if any:
The Company has not incurred any surplus CSR expenditure in preceding financial years. Hence, no such amount is available for set off for the financial year 2020-21 .
|Sr. No.|Financial year|Amount available for set of from
preceding fnancial years (**)**|**Amount required to be set of for**<br>**the fnancial year, if any (**)|
|---|---|---|---|
|1|-|-|-|
||TOTAL|-|-|
6. Average net profit of the Company as per Section 135(5) : 257.50 Lakhs (`)
64
==> picture [497 x 105] intentionally omitted <==
----- Start of picture text -----
7.
Sr. Particulars Amount
No. ( ` in Lakhs)
(a) Two percent of average net profit of the Company as per Section 135(5) 51.5
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years NIL
(c) Amount required to be set off for the financial year, if any NIL
(d) Total CSR obligation for the financial year (7a+7b-7c) 51.5
----- End of picture text -----
8. (a) CSR amount spent or unspent for the fnancial year :
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----- Start of picture text -----
Amount Unspent (in )<br>Total Amount Spent Total Amount transferred to Amount transferred to any fund specified<br>for the Financial Year Unspent CSR Account as per under Schedule VII as per second proviso<br>( in Lakhs) Section 135(6) to Section 135(5)
Amount Date of transfer Name of the Fund Amount Date of transfer
54.86 NIL NIL NIL NIL NIL
----- End of picture text -----
(b) Details of CSR amount spent against ongoing projects for the fnancial year :
Your Company does not have any ongoing CSR project, as defined under Rule 2(1)(i) of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and no amount has been spent towards any ongoing projects during the year under reporting.
|Sr.
No.|Name
of the
Project|Item from
the list of
activities in
Schedule VII
to the Act|Local
area
(Yes/
No)|
Location of
the Project|
Location of
the Project|Project
Duration|
Amount
allocated
for the
project
(**in**<br>**Lakhs)**|**Amount**<br>**spent in**<br>**the**<br>**Current**<br>**Financial**<br>**Year**<br>**(**in
Lakhs)|Amount
transferred
to Unspent
CSR Account
for the project
as per Section
135(6)
(`in Lakhs)|Mode of
Implementation
– Direct
(Yes/No)|Mode of Implementation
- Through Implementing
Agency|Mode of Implementation
- Through Implementing
Agency|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
||||||||||||Name|CSR
Registration
Number|
|||||State|District||||||||
|1|N.A|-|-|-|-|-|-|-|-|-|-|-|
||TOTAL|-|-|-|-|-|-|-|-|-|-|-|
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(c) Details of CSR amount spent against other than ongoing projects for the fnancial year:
==> picture [497 x 551] intentionally omitted <==
----- Start of picture text -----
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. Name of the Item from the list Local Location of Amount Mode of Mode of Implementation
No. Project of activities in area the Project spent for Implementation - Through Implementing Agency
Schedule VII (Yes/ the - Direct
to the Act No) project (Yes/No) CSR
( in Name Registration<br>State District Lakhs) Number<br>1 Running of Mobile Preventive Yes Gujarat In the vicinity 17.45 No Deepak N.A<br>Health unit(MHU) Health of the plant Foundation<br>Measures locations<br>(Katol, Moxi,<br>Nandesari)<br>2 Green Belt projects Environment Yes Gujarat Moxi 3.84 No Pagdand N.A<br>3 Green Belt projects Environment Yes Gujarat Nandesari 9.53 No Pagdand N.A<br>4 Donation towards Promotion of Yes Gujarat In the vicinity 14.80 Yes 2.80 Lakhs N.A
Covid-19 relief Health of plant By the Company
activities Care including locations (including food
preventive health (Katol, packet for
care and Nandesari, 0.72 lakhs);<br>Sanitization Moxi) and<br>(mentioned vide Vadodara No 3.00 Lakhs
general circular By Anand
No. 10/2020 Ashram NGO;
dated 23rd
March, 2020) ` 9.00 Lakhs
By the Mahavir
Foundation
5 Renovation of school Infrastructure Yes Gujarat In the vicinity 2.34 No SVADES N.A
sanitation unit for facility of plant (Society for
boys in Dodka development locations Village
Primary School in (Nandesari Development in
Dodka Village and Moxi) Petrochemicals
Area)
6 Solar Panel Infrastructure Yes Gujarat In the vicinity 1.45 No SVADES N.A
installation for facility of plant (Society for
renewable solar development locations Village
electrification in (Nandesari Development in
Dodka primary School and Moxi) Petrochemicals
Area)
7 Quarterly ration for Education aids Yes Gujarat Vadodara 2.00 Yes - N. A
resident special need city
students in
Sai School, Vadodara
8 Computer literacy Education aids Yes Gujarat In the vicinity 1.60 Yes - N. A
Tuition for deaf of Dahej
students in Dhwani plant
School, Bharuch
Total 53.01
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The provisions under sub-rule(1) of rule 4 of the Companies (Corporate Social Responsibility Policy)* Amendment Rules, 2021 as regards obtaining a CSR registration number being effective from April 1, 2021, are not applicable for the financial year ended March 31, 2021.
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Sr. No. Particulars Amount ( in Lakhs)<br>(d) Amount spent in administrative overheads Total 1.85<br>MHU - 0.70<br>Pagdand - 0.77<br>SVADES Solar - 0.15<br>SVADES Toilet block - 0.23<br>(e) Amount spent on Impact Assessment, if applicable N.A<br>(f) Total amount spent for the financial year (8b+8c+8d+8e) 54.86<br>(g) Excess amount for set off, if any<br>Sr. No. Particulars Amount ( in Lakhs)
(i) Two percent of average net profit of the company as per Section 135(5) 51.50
(ii) Total amount spent for the Financial Year 54.86
(iii) Excess amount spent for the financial year [(ii)-(i)] 3.36
(iv) Surplus arising out of the CSR projects or programmes or activities of NA
the previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 3.36
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9. (a) Details of Unspent CSR amount for the preceding three fnancial years :
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Sr. Preceding Amount Amount spent in Amount transferred to any Amount
No. Financial transferred the reporting fund specified under remaining
Year to Unspent CSR Financial Year Schedule VII as per to be spent in
Account under ( in Lakhs) Section 135(6), if any succeeding<br>Section 135 (6) financial years.<br>( in Lakhs) Name of Amount Date of ( in Lakhs)<br>the Fund ( in Lakhs) Transfer
1. 2019-2020 N.A. N.A. N.A. N.A. N.A. N.A.
2. 2018-2019 N.A. N.A. N.A. N.A. N.A. N.A.
3. 2017-2018 N.A. N.A. N.A. N.A. N.A. N.A.
TOTAL - -
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(b) Details of CSR amount spent in the fnancial year for ongoing projects of the preceding fnancial year(s) :
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(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Project Name Financial Project Total Amount spent Cumulative amount Status of the
No. ID of the Year in duration amount on the project spent at the end of project -
Project which the allocated for in the reporting reporting Financial Completed /
project was the project Financial Year. ( in Lakhs) Ongoing.<br>commenced ( in Lakhs) Year ( ` in Lakhs)
1 N.A. - - - - - - -
TOTAL
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Note: Your Company did not have any ongoing CSR projects in any of preceding three financial years.
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10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) -
-
(a) Date of creation or acquisition of the capital asset(s) - N.A.
-
(b) Amount of CSR spent for creation or acquisition of capital asset. - NIL
-
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - N.A.
-
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). - N.A.
Note: Your Company has not created / acquired any Capital Asset through the CSR expenditure during period under reporting.
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).
Please note that for financial year 2020-21, your Company has not failed to spend two per cent of the average net profit as per Section 135(5). All required amounts has been adequately spend during the period under reporting.
For and on behalf of the Board
May 19, 2021 Vadodara
Mr. Sanjiv Vasudeva Managing Director and CEO
DIN: 06570945
Mr. Anil Shankar
Chairman of Corporate Social Responsibility Committee
DIN: 02143156
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ANNEXURE - III TO THE BOARD’S REPORT Statement of Disclosure of Remuneration
Pursuant to Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(PART A)
- A. Ratio of the remuneration of each Executive Director to the Median remuneration of the Employees of the Company and Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary:
| Name of Director / KMP |
Designation | Ratio of remuneration of each Director / CFO / Company Secretary to median of remuneration of Employees |
Percentage increase in remuneration (%) |
|---|---|---|---|
| Sanjiv Vasudeva | Managing Director & Chief Executive Ofcer | 44.28 | 00.0% |
| Nitankumar Duggal* | Whole-time Director | 26.10 | 10.1% |
| Sanjeev Madan** | Whole-time Director and Chief Financial Ofcer | 19.86 | 09.4% |
| Abhijaat Sinha | Head Legal & Company Secretary | 07.89 | 05.2% |
* w.e.f. 31st December 2020, Mr. Nitankumar Duggal has resigned as Whole-time Director.
- ** w.e.f 1st January 2021, CFO, Mr. Sanjeev Madan, has been appointed as Whole-time Director of the Company.
Note:
The Independent Directors of the Company are entitled to sitting fees and Commission, in accordance with the provisions of the Act and within the limits approved by the shareholders. Other Non-Executive Directors of the Company have opted not to accept any sitting fees and commission. The details of remuneration of Non-Executive Directors are provided in the Corporate Governance Report. The ratio of remuneration and percentage increase for Non-executive Directors' remuneration is therefore not considered for the above purpose.
-
B. The percentage increase in the median remuneration of employees in the financial year: 17.01%.
-
C. The number of permanent employees on the rolls of the Company as on March 31, 2021: 434
-
D. Average percentile increase already made in the salaries of the employees other than the managerial personnel in last financial year and comparison with percentile increase in the managerial remuneration and justification thereof:
The average increase in managerial remuneration was 6.15% and for employees other than managerial personnel was 13.4%.
- E. Affirmation that the remuneration is as per Remuneration Policy of the Company:
It is hereby affirmed that the remuneration paid to the Directors and employees is as per the Remuneration Policy of the Company.
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ANNEXURE IV TO THE BOARD'S REPORT
Form AOC- 2
Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014
Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Act, including certain arm's length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis:
There were no contracts or arrangements or transactions entered in to during the year ended March 31, 2021, which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at arm's length basis:
The details of material contracts or arrangement or transactions at arm's length basis for the year ended March 31, 2021 are mentioned below:
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Name(s) of the related party Nature of Duration of Salient terms Amount Date of
relationship the contracts ( ` in approval by
Lakhs) the Board
Purchase of raw materials
INEOS Styrolution Korea Ltd Other related September 1, Based on transfer 2,907.21 February 7, 2020 &
party 2012 ongoing pricing guidelines June 25, 2020 &
August 13, 2020
INEOS Styrolution (Thailand) Other related August 1 Based on transfer 1,975.49 February 7, 2020
Co., Ltd. party 2013 ongoing pricing guidelines
INEOS Styrolution Europe Other related March 1, Based on transfer 1,492.22 February 7, 2020
GmbH party 2014 ongoing pricing guidelines
INEOS Europe AG (Nitriles) Other related January 1, Based on transfer 3,558.13 February 7, 2020 &
party 2021 ongoing pricing guidelines February 7, 2021 &
May 19, 2021
9,933.05
Receiving of services (including reimbursements)
INEOS Styrolution Holding May 1, Based on transfer 973.64 February 7, 2020
APAC Pte. Ltd. Company 2012 ongoing pricing guidelines
INEOS Styrolution Other related January 1, Based on transfer 2,174.69 February 7, 2020
Group GmbH party 2012 ongoing pricing guidelines
INEOS Styrolution Other related April 1, Based on transfer 2.25 February 7, 2020
(Thailand) Co., Ltd. party 2018 ongoing pricing guidelines
3,150.58
Royalty
INEOS Styrolution Group Other related April 1, Based on transfer 192.15 February 7, 2020
GmbH party 2015 ongoing pricing guidelines
192.15
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Name(s) of the related party Nature of Duration of Salient terms Amount Date of
relationship the contracts ( ` in approval by
Lakhs) the Board
Rendering of services
INEOS Styrolution Korea Ltd Other related January 1, Based on transfer 269.97 February 7, 2020
party 2013 ongoing pricing guidelines
INEOS Styrolution Group Other related January 1, Based on transfer 243.15 February 7, 2020
GmbH party 2013 ongoing pricing guidelines
INEOS Styrolution Other related September 1, Based on transfer 10.50 February 7, 2020
(Thailand) Co., Ltd. party 2013 ongoing pricing guidelines
INEOS Styrolution Holding January 1, Based on transfer 74.09 February 7, 2020 &
APAC Pte. Ltd. Company 2013 ongoing pricing guidelines February 10, 2021
INEOS Europe AG Other related November 1, Based on transfer 193.11 February 7, 2020
party 2016 ongoing pricing guidelines
INEOS Acetyls UK Ltd. Other related March 1, Based on transfer 73.08 February 10, 2021
party 2021 ongoing pricing guidelines
INEOS US Chemicals Other related March 1, Based on transfer 25.23 February 10, 2021
Company party 2021 ongoing pricing guidelines & May 19, 2021
889.13
Reimbursement of Expenses from related parties
INEOS Styrolution Other related January 1, Based on transfer 0.65 February 7, 2020
Group GmbH party 2013 ongoing pricing guidelines
INEOS Styrolution Holding January 1, Based on transfer 13.90 February 7, 2020 &
APAC Pte. Ltd. Company 2013 ongoing pricing guidelines February 10, 2021
INEOS Europe AG Other related November 1, Based on transfer 5.43 February 7, 2020
party 2016 ongoing pricing guidelines
19.98
Interest on ECB
INEOS Styrolution Other related October 17, Based on transfer 647.80 February 7, 2020 &
Group GmbH party 2017 pricing guidelines June 25, 2020 &
ongoing November 10, 2020
647.80
ECB Loan Repayment
INEOS Styrolution Other related October 17, Based on transfer 3,500.00 November 10, 2020
Group GmbH party 2017 ongoing pricing guidelines
3,500.00
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Requisite approvals have been taken for the related party transactions during the year.
For and on behalf of the Board
May 19, 2021 Vadodara
Robbie Alphons Maria Buntinx Chairman DIN: 08830690
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ANNEXURE - V TO THE BOARD’S REPORT
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Pursuant to provisions of Section 134(3) (m) of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014
CONSERVATION OF ENERGY
A. Energy conservation measures taken:
-
(i) Efforts have been initiated to improve overall equipment efficiency at all plants.
-
(ii) Power factor has been maintained high throughout the year by proper monitoring of the capacitor banks at all plants.
-
(iii) Recycle of steam condensate from dryer section at NAN has been resulting in the reduction of fuel and boiler feed water.
-
(iv) Recycling of water has reduced the water consumption and generation of waste water at Nandesari plant.
-
(v) R.O plant operation has been optimized to reduce water and energy consumption at Nandesari.
-
(vi) New water circulation system in Pelletizers has resulted in water savings.
-
(vii) Installation of screw air compressor with variable frequency drive has reduced the power consumption at all plants.
-
(viii) Changeover from CFL/MLL to LED lights for streetlights has resulted in energy savings at Dahej, Nandesari, Katol & Moxi plants.
-
(ix) Reduced energy consumption in conveying blower with energy efficient blower and change in the type of blower from triblower to twin lobe blower in Katol.
-
(x) As part of Moxi 100 project
-
a) STP has been installed and treated water from STP is used for gardening purpose resulting in decrease in fresh water consumption.
-
b) All roots blower for pneumatic conveying system are provided with Acoustic Enclosure to maintain noise level below prescribed levels.
-
c) Premium efficiency motors installed resulting in energy saving.
B. Steps taken by the Company for using alternate sources of Energy to:
-
(i) Fuel switch over from furnace oil to natural gas at Nandesari, Katol and Dahej plant has been implemented for cleaner environment and better energy efficiency.
-
(ii) Green energy generation on wind farms located in Gujarat.
C. Capital investment on energy conservation equipment to:
The capital investment on energy conservation equipment for various projects amounts to around ` 4,161K (equivalent to approx. 57K US$)
TECHNOLOGY ABSORPTION
A. Efforts made towards technology absorption
The Company’s R & D department is making constant efforts in absorbing and updating themselves with the technological advancements in the product portfolio of the Company.
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| B. Expenditure incurred on Research and Development | B. Expenditure incurred on Research and Development | B. Expenditure incurred on Research and Development |
|---|---|---|
| Particulars | (`in Lakhs) | |
| a) | Capital | 139.01 |
| b) | Recurring | 203.67 |
| c) | Total | 342.68 |
| d) | Total R & D expenditure as a percentage of : Gross turnover | 0.21% |
| : Net turnover | 0.21% | |
| FOREIGN EXCHANGE EARNINGS AND OUTGO (`in Lakhs) |
||
| Particulars | 2020-21 | |
| Foreign exchange earned in terms of actual infow | 730.71 | |
| Foreign Exchange outgo in terms of actual outfow (including value of imports on CIF basis) | 73921.73 |
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ANNEXURE - VI TO THE BOARD’S REPORT
SAFETY HEALTH & ENVIRONMENT POLICY
-
We believe that all accidents are preventable. Incident-free operation is our objective. We ensure, assess and strive for continuous improvement of our performance.
-
The safety and health of our employees and neighboring communities, as well as the integrity of their living environments, have absolute priority over economical interests.
-
INEOS Styrolution’s SHE performance is a fundamental priority for the management, who are ultimately responsible for it. Management will lead by example and allocate all required resources to achieve excellence in SHE performance.
-
We shall provide a framework for setting and reviewing environmental objectives along with health and safety objectives
INEOS STYROLUTION IS COMMITTED
-
To encourage a SHE culture of open dialogue, coaching and trust. We ensure that all employees and service providers understand their SHE responsibilities. INEOS Styrolution will give due importance to SHE aspects in all decision making including purchase of a plant, equipment, machinery, materials selection and SHE performance of individuals in their career advancement.
-
To operate in full compliance with applicable SHE laws and maintain full transparency towards the responsible authorities.
-
To protect the environment and prevent pollution.
-
To continually improve safety, health and environmental management system to enhance the SHE performance.
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ANNEXURE - VII TO THE BOARD'S REPORT
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members, INEOS STYROLUTION INDIA LIMITED 5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification (electronically only in view of COVID-19 Advisories) of the INEOS STYROLUTION INDIA LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined (electronically only in view of COVID-19 Advisories) the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2021 according to the provisions of:
-
(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
-
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
-
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
-
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
-
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; [presently: The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.]
-
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [presently: The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018]
-
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
- [Presently: The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014]
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(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
-
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
-
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
-
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 [presently: The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018
-
(vi) Having regard to the products, processes and locations of the Company as also having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records (electronically only in view of COVID-19 Advisories) in pursuance thereof, on test check basis, we further report that the Company has complied with the following laws applicable specifically to the Company:
-
The Environment (Protection) Act, 1986
-
The Air (Prevention And Control of Pollution) Act, 1981
-
The Water (Prevention and Control of Pollution) Act, 1974
-
The Hazardous Wastes (Management and Handling) Rules, 1989
-
Indian Boiler Regulations Act, 1950
-
The Factories Act, 1948
-
The Industrial Disputes Act, 1947
-
The Payment Of Wages Act, 1936
-
The Minimum Wages Act, 1948
-
The Employees State Insurance Act, 1948
-
The Employees’ Provident Fund And Miscellaneous Provisions Act, 1952
-
The Payment Of Bonus Act, 1965
-
The Payment Of Gratuity Act, 1972
-
The Contract Labour (Regulation And Abolition) Act, 1970
-
The Maternity Benefit Act, 1961
-
The Child Labour (Prohibition And Regulation) Act, 1986
-
The Industrial Employment (Standing Orders) Act, 1946
-
The Employees’ Compensation Act, 1923 (Earlier Known As Workmen’s Compensation Act, 1923)
-
The Apprentices Act, 1961
-
The Equal Remuneration Act, 1976
-
The Employment Exchange (Compulsory Notification Of Vacancies) Act, 1956
76
We have also examined compliance with the applicable clauses of the following:
-
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
-
(ii) The Listing Agreements entered into by the Company with BSE Ltd and National Stock Exchange of India Ltd. Including The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’).
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report (by way of information) that during the audit period:
-
(a) The Company has not issued any securities during the period under review and accordingly
-
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and
-
The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
-
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
were not applicable during the audit period.
-
(b) The Company has not bought back any security of the Company and accordingly the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 was not applicable during the audit period.
-
(c) In-principle approval for the delisting offer was accorded by BSE Ltd. and National Stock Exchange of India Limited on 3rd July, 2020 and 6th July, 2020 respectively and the Promoter had issued the Public Announcement ('PA') and the Letter of Offer ('LOF') seeking to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out therein and in the PA and the LOF, up to 43,96,407 (forty three lakh ninety six thousand four hundred and seven) Equity Shares (“Offer Shares”) representing 25.00% (twenty five percent) of the paid-up equity share capital of the Company that are held by the Public Shareholders of the Company. The Public Shareholders holding Equity Shares were invited to submit bids pursuant to the book building process conducted through the Stock Exchange Mechanism made available by BSE during the Bid Period (July 16, 2020 to July 22, 2020), in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ('the Delisting Regulations').
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In terms of Regulation 15(1) of the Delisting Regulations, the price determined as the discovered price (being the price at which the shareholding of the Promoter reaches 90% (ninety percent) of the paid-up equity share capital of the Company pursuant to the book building process in the manner specified in Schedule II of Delisting Regulations) was ` 1,100/(Rupees one thousand one hundred only) per Equity Share (“Discovered Price”).
However, the Promoter decided to reject the discovered price of ` 1,100 per Equity Share, determined pursuant to the book building process, and also decided not to make any counter offer in terms of Regulation 16(1A) of the Delisting Regulations and accordingly the delisting offer was deemed to have been failed.
-
(d) The Company had passed Special Resolutions at its 47th Annual General Meeting held on 27th August, 2020 approving:
-
Appointment of M/s. Deloitte Haskins & Sells as statutory auditors of the Company for 5 years
-
Re-appointment of Mr. Nitankumar Duggal as Whole-time Director of the Company for the period of 3 years w.e.f. 31st August, 2020
However, thereafter Mr. Duggal resigned on 31st December, 2021 as a Whole-time Director as he had taken over the role of Vice President Operations Asia-Pacific (excluding India) within INEOS Styrolution group w.e.f. 1st January, 2021 based in China.
- (e) The disclosure of Related Party Transactions pursuant to Regulation 23(9) of LODR for the half year ended 31st March, 2020 was duly disseminated to the shareholders via website of National Stock Exchange of India Limited. However, due to technical reasons the said information could not be submitted to BSE Ltd.
For Devesh Pathak & Associates Practising Company Secretaries
Sd/-
Date: 13th May, 2021 Place: Vadodara
CS Devesh A. Pathak Sole Proprietor FCS No.4559 CP No.: 2306 UDIN: F004559C000293056
Note: This report is to be read with our letter of even date which is enclosed as forming integral part of this report.
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13th May, 2021 To, The Members, INEOS STYROLUTION INDIA LIMITED 5th Floor, OHM House II, OHM Business Park, Subhanpura, Vadodara - 390023
Ref: Secretarial Audit Report dated 13th May, 2021 pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
-
Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
Consequent to the COVID-19 pandemic and advisories issued by the Government, we have not been able to verify the books, papers, minute books, forms and returns filed and other records maintained by the Company in physical form at its Registered Office. Accordingly, we have only examined the electronically available soft copies of the minutes, forms and returns filed and other records provided by the Company for the financial year ended on 31st March, 2021.
-
We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and the practices we followed provided reasonable basis for our opinion.
-
We have not verified the correctness and appropriateness of financial records and books of Accounts of the Company and have relied upon the Unaudited Financial Statement and Management Representation provided by the Company on the matter.
-
The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards, is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
-
Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Devesh Pathak & Associates Practising Company Secretaries
Sd/CS Devesh A. Pathak Proprietor Membership No. FCS 4559 CoP No.:2306
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BUSINESS RESPONSIBILITY REPORT
SECTION A : GENERAL INFORMATION ABOUT THE COMPANY
Corporate Identity Number (CIN) of the Company L25200GJ1973PLC002436 Name of the Company INEOS Styrolution India Limited Registered address 5th Floor, OHM HOUSE - II, OHM Business Park, Subhanpura, Vadodara - 390 023, Gujarat, India Tel. No. +91 265 2303201-02 Fax. +91 265 2303203 Website www.ineosstyrolutionindia.com E-mail id [email protected] Financial Year reported April 1, 2020 to March 31, 2021 Sector(s) that the Company is engaged in Synthetic rubber and plastic products - 2013 (industrial activity code-wise) Polystyrene - 2013
Sector(s) that the Company is engaged in (industrial activity code-wise)
List three key products/services that the Company manufactures/provides (as in balance sheet)
ABS SAN Polystyrene Registered Office: 5th Floor, OHM HOUSE - II, OHM Business Park, Subhanpura, Vadodara - 390 023,
Total number of locations where business activity is undertaken by the Company - Number of International Locations (Provide details of major 5) - Number of National Locations
Nandesari Plant
51, GIDC Industrial Estate, Nandesari - 391340, Dist. : Vadodara.
Moxi Plant and R & D Centre
Sankarda-Bhadarva Road, Post : Poicha - 391780, Tal.: Savli, Dist.: Vadodara.
Katol Plant
Halol-Kalol Road, Katol - 389330, Tal. : Kalol, Dist. : Panchmahal.
Dahej Plant
Dahej Village, Tal. : Vagra, Dist. : Bharuch - 392130
Markets served by the Company - Local/State/National/ International
Your Company sells its products throughout India.
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| SECTION B : FINANCIAL DETAILS OF THE COMPANY | SECTION B : FINANCIAL DETAILS OF THE COMPANY |
|---|---|
Paid up Capital ()|175,856,250 (divided into 17,585,625 Equity Sharesof Rs.10 each) |
|
Total Turnover ()|The turnover for the Financial Year 2020-21 was<br>1,63,148.40 lakhs. |
|
Total proft / loss after taxes ()|For the Financial Year ending on March 31, 2021, the<br>Company incurred proft of28,021.52 lakhs. |
|
| Total Spending on Corporate Social Responsibility (CSR) as percentage of proft after tax (%) |
The Company spent an amount of`54.86 lakhs towards CSR. |
| List of activities in which expenditure in 4 above has been incurred:- |
Please refer Annexure - II to the Boards' Report - Report on Corporate Social Responsibility Activities. (Page no. 63) |
| SECTION C : OTHER DETAILS | |
| Does the Company have any Subsidiary Company/ Companies? |
The Company does not have any Subsidiary as on March 31, 2021 |
| Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s) |
The Company does not have any Subsidiary. |
| Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] |
No other entity that the Company is doing business with is participating in your Company's BR initiatives. |
SECTION D : BR INFORMATION
Details of Director/Directors responsible for BR
a. Details of the Director/Director responsible/BR head for implementation of the BR policy/policies
| No. | Particulars | Details |
|---|---|---|
| 1 | DIN Number (if applicable) | 06570945 |
| 2 | Name | Mr. Sanjiv Vasudeva |
| 3 | Designation | Managing Director and CEO |
| 4 | Telephone number | (0265) 2303201/02 |
| 5 | e-mail id | [email protected] |
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b. Principle-wise (as per NVGs) BR Policy/policies
| b. Principle-wise (as per NVGs) BR Policy/policies | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Question | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 | |
| Ethics, Transparency and Accountability |
Sustainability | Wellbeing of all employees |
Behavior towards stakeholders |
Human Rights | Environment, Health and Safety |
Industry Association | CSR | Customer Excellence | ||
| Do you have a policy/policies for… | Yes, Company's Code of Conduct sets out the principle & practices that imbibe all the principles and are applicable to all employees and stakeholders including business partners and third parties. |
|||||||||
| Has the policy being formulated in consultation with the relevant stakeholders? |
Yes, while formulating the policy documents, wherever applicable, discussions are held / views are obtained from the stakeholders to ensure that the rights & obligations of concerned stakeholders are in line with the best industry practices. |
|||||||||
| Does the policy conform to any national/international standards? If yes, specify? |
Fairness, mutual respect and integrity are the cornerstones, within the Company and within the Group, upon which our actions are based. Being a part of the INEOS Group, the Company believes in benchmarking its practices to global standards. |
|||||||||
| Has the policy being approved by the Board? If yes, has it been signed by MD/ Owner/ CEO/ appropriate Board Director? |
All Statutory Policies and Codes are adopted considering prevailing legal requirements and approvals of respective authority levels [Board of Directors, its Committees and Company Management] are obtained from time to time. |
|||||||||
| Does the Company have a specifed committee of the Board/ Director/ Ofcial to oversee the implementation of the policy? |
Implementation mechanism of all the Policies & Codes is presented to and reviewed by the respective authority periodically. |
|||||||||
| Indicate the link for the policy to be viewed online? | All related policies of your Company are available on the Website of the Company under the head Corporate Governance. One can access the same via following link as well. http://www.ineosstyrolutionindia.com/INTERSHOP/web /WFS/Styrolution-India-Site/enUS/-/USD/ViewContent- Start?PageletEntryPointID=corporate-governance |
|||||||||
| Has the policy been formally communicated to all relevant internal and external stakeholders? |
The policies are communicated to all the stakeholders and awareness programmes, workshops and e-learning modules including tests and certifcation are administered which are mandatory for all relevant employees. |
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| Question | P1 | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 |
|---|---|---|---|---|---|---|---|---|---|---|
| Ethics, Transparency and Accountability |
Sustainability | Wellbeing of all employees |
Behavior towards stakeholders |
Human Rights | Environment, Health and Safety |
Industry Association | CSR | Customer Excellence | ||
| Does the Company have in-house structure to implement the policy/policies. |
The Company's HR department is responsible for the implementation of policies. |
|||||||||
| Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies? |
The Company's Vigil Mechanism / Whistle-Blower Policy and the Code of Conduct as well as the platform 'Speak- up' provide and efective grievance redressal mechanism for stakeholders. |
|||||||||
| Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency? |
The Company evaluates and updates the policies in accordance with the group guidelines. |
|||||||||
| c. Governance related to BR | ||||||||||
| Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. |
Annual basis. | |||||||||
| Does the Company publish a BR or a Sustainability Report? |
Since the fnancial year 2019-20, the BR report is being published in the Annual Report. |
|||||||||
| What is the hyperlink for viewing this report? | http://www.ineosstyrolutionindia.com/INTERSHOP/we/ WFS/Styrolution-India-Site/en_US/-/USD/ViewContent -Start?PageletEntryPointID=investors-fnancials |
|||||||||
| How frequently it is published? | At present this is being published on annual basis. This may change in future depending on any change in legal requirements. |
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ECTION E : PRINCIPLE-WISE PERFORMANCE
| ECTION E : PRINCIPLE-WISE PERFORMANCE | ECTION E : PRINCIPLE-WISE PERFORMANCE |
|---|---|
| Principle 1 | |
| Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs /Others? |
Yes. The Company believes in pursuing its business objectives ethically, transparently and responsibly with its stakeholders across the value chain. Fairness, mutual respect and integrity are the cornerstones upon which the actions of the Company are based. Further, the Company only engages in business deals with third parties that conduct business ethically and do not subject the Company to any reputational harm. The Company's Code of Conduct is in compliance with the standards of business conduct and ethics, as well as the regulatory requirements. The Code of Conduct is communicated to all stakeholders through its website. The Company's Whistle-Blower Policy also encourages employees to bring instances of unethical behavior to the knowledge of the management. |
| How many stakeholder complaints have been received in the past fnancial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so. |
The Company has a system in place to undertake measures to resolve grievances. No such complaint was received in relation to Principle 1 during the year under reporting. |
| Principle 2 | |
| List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities. |
Your company aspires to drive sustainable styrenic solutions for its customers. We leverage the versatility of Plastics to suit the needs of modern society. Our products are present in your daily life everywhere. • Interiors and Exteriors of your two-wheeler and three wheeler automobiles. Lightweight yet durable and High-heat proof, it help vehicles achieve the latest Bharat Stage norms. • Household and Electronics like consoles, Body cases, linings, trays and accessories of Home appliances like TV, Refrigerators, Washing machines, Air-Conditioner, television, vacuum cleaner, kitchen ware and more. • Energy efcient modern construction techniques and structures for windmills, ducting, roofng, fencing, railing, doors and panels. |
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Principle 2
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| • Saving lives with diagnostic and disposable |
|---|
| devices like insulin pens, inhalers, injectable, |
| tubes, medicine storage, laboratory apparatus |
| and more. |
| • Our products general and special grades pack |
| everything, be it food cases, cosmetics, |
| containers, shrink sleeves and fexible packaging |
| flms. The shelf life of contents is enhanced, and |
| retaining the aroma and favour. |
| • Our applications in Toys, sports and lifestyle |
| goods help the users to be in happy, healthy and |
| active frame body and mind. |
| Products: |
| Our ABSOLAC and NOVODUR grade,through their |
| unique combination of lightweight, durability and other |
| intrinsic properties, they contribute to addressing global |
| challenges, such as environmental and climate |
| protection, resource efciency, and rising living |
| standards. High adhesion, dimensional stability and pre- |
| coloured availability help end user manufacturers to |
| make the goods swiftly, streamlined manner and minimal |
| wastage. |
| Our LURAN gradesimprove productivity, as the use of |
| polyuria eliminates the need foto mould release agents, |
| resulting in signifcantly reduction of the processes |
| interval periods, manufacturing costs and work waste |
| due to a drop in reject rate. |
| Our GPPS(General Purpose Polystyrene) grades |
| exhibit high mechanical strength at low weight, do not |
| require pre-drying and consume less process energy |
| compared to other plastic materials, infect up to 60% |
| less energy compared to PP (Polypropylene) and 40% |
| less than PET (Polyethylene terephthalate) |
| R&D for future:We believe in achieving success |
| together. Hence we co-create special styrenic grades |
| that appeal to customised requirements of our valued |
| customers. Our marketing and sales team takes |
| continual feedback and interacts with customers, to |
| understand how INEOS Styrolution can support their |
| product development plans. This forms the foundation |
| for formulating new grades in our state of the art |
| Research & Development Centre (RDC) at Moxi. |
| Evolution and value addition is a seamless way of life at |
| INEOS Styrolution. |
| Principle 2 | Principle 2 |
|---|---|
| • Saving lives with diagnostic and disposable devices like insulin pens, inhalers, injectable, tubes, medicine storage, laboratory apparatus and more. • Our products general and special grades pack everything, be it food cases, cosmetics, containers, shrink sleeves and fexible packaging flms. The shelf life of contents is enhanced, and retaining the aroma and favour. • Our applications in Toys, sports and lifestyle goods help the users to be in happy, healthy and active frame body and mind. Products: Our ABSOLAC and NOVODUR grade,through their unique combination of lightweight, durability and other intrinsic properties, they contribute to addressing global challenges, such as environmental and climate protection, resource efciency, and rising living standards. High adhesion, dimensional stability and pre- coloured availability help end user manufacturers to make the goods swiftly, streamlined manner and minimal wastage. Our LURAN gradesimprove productivity, as the use of polyuria eliminates the need foto mould release agents, resulting in signifcantly reduction of the processes interval periods, manufacturing costs and work waste due to a drop in reject rate. Our GPPS(General Purpose Polystyrene) grades exhibit high mechanical strength at low weight, do not require pre-drying and consume less process energy compared to other plastic materials, infect up to 60% less energy compared to PP (Polypropylene) and 40% less than PET (Polyethylene terephthalate) R&D for future:We believe in achieving success together. Hence we co-create special styrenic grades that appeal to customised requirements of our valued customers. Our marketing and sales team takes continual feedback and interacts with customers, to understand how INEOS Styrolution can support their product development plans. This forms the foundation for formulating new grades in our state of the art Research & Development Centre (RDC) at Moxi. Evolution and value addition is a seamless way of life at INEOS Styrolution. |
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Principle 2
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For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product(optional):
-
a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?
-
b) Reduction during usage by consumers (energy, water) has been achieved since
Our Operations and Infrastructure stays abreast in terms of modernisation, safety, technology updates, that can make every step to improve our process and be in harmony to environment. From simple switch to LED lightings to reduce carbon footprint or using new stacking and efficient inventory ferry bays at our warehouse, we are committed to take the future ready.
The key drivers for our environmental management programme are the following:
-
Reduction in energy use and greenhouse gas emissions: We strive to continuously optimize the energy efficiency of our technology and operations
-
Resource efficiency, including scrap reduction and waste management: Efficient use of raw materials, including reuse, recycling and recovery through optimization of our processes
-
Efficient use of water: Reducing the use of water where possible and optimizing the water consumption of our operations
-
Reduction of air emissions and waste water discharge: Evaluating best available technology and prevention of accidental emissions through advanced process control
-
Reduction of Pellet loss: We take measures, especially in terms of enhanced housekeeping, to prevent plastic pellet loss at our production sites as well as during transportation.
Monitoring these key drivers is built into the business processes at all of our sites and plants. We have established key performance indicators (KPIs) on resource efficiency and material yield, energy use, water use, waste management and emissions.
Company focuses to improve overall equipment efficiency at all plants.
-
Energy savings are achieved by variable frequency
-
drives, energy efficient blowers, use of LED lights (alternate energy), use of premium efficiency motors, latest efficient technologies.
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| Principle 2 | Principle 2 |
|---|---|
| • Company also focuses on alternate sources of energy in its drive towards sustainability: (i) Fuel switch over from furnace oil to natural gas has been implemented for cleaner environment and better energy efciency. (ii) Green energy generation on wind farms located in Gujarat. • Water reduction is achieved by recycling steam condensate, R.O. plant optimization, efcient pelletizer circulation systems, recycling of water and utilization of STP. • Continual monitoring of energy parameters is done for achieving the sustainability initiatives. • Company continuously focuses on environmental awareness, energy savings and seeks suggestions for improving sustainability. |
|
| Does the Company have procedures in place for sustainable sourcing (including transportation)? a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. |
The cornerstone of our supply chain management is our Supplier code of Conduct. It defnes our minimum expectations and requirements in supplier standards, including labor practices and human rights, health and safety, environmental protection, ethics and fair business practice. We expect all our suppliers - at a minimum - to comply with INEOS Styrolution's Supplier Code of Conduct, which provides additional details of our expectations from suppliers. Our Global purchasing department is responsible for ensuring that the suppliers receive and agree by the terms of our Supplier Code of Conduct. We also monitor and review their performance through our own internal assessments as well as through third-party assessors. We continue to target 80% of total supplier spend to be third-party assessed by 2020 and also ensure continuous training of all buyers on our sustainability initiatives. We are in process of implementing SQAS (SQAS covers quality, safety, security, environment and CSR) to evaluate the performance of our logistics service providers by our own assessment. |
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Principle 2
| Principle 2 | Principle 2 |
|---|---|
| Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? |
The company procures raw materials indigenously as well as imports the same. The company enters into long term / short term contracts for raw materials and other inputs. Company actively identifes opportunities to indigenize the raw materials / spares and works with local suppliers to develop the same. The company gives preference to local supplier/ producers especially by giving to local manufacturers work on job work basis and assisting them to establish higher standard of manufacturing and quality and providing technical assistance for the processing whenever required. Company also enters into contracts with local contractors who are employing people from villages nearby thereby increasing employment rate in these villages. The Company cautiously monitors vendors falling into MSME category and ensures that they are being paid as per the guidelines laid by the government. |
| Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5- 10%, >10%). Also, provide details thereof, in about 50 words or so. |
• Sites have waste water treatment plants and the treated water is used for gardening & other purposes wherever possible. • Company focuses on co-processing instead of incineration to minimize air pollution load. • All recyclable wastes are recycled to authorized recyclers. |
| Principle 3 | |
| Please indicate the Total number of employees. | 487 ( Four Hundred Eighty Seven) |
| Please indicate the Total number of employees hired on temporary / contractual / casual basis. |
53 (Fifty three) (Fixed Term employees on company rolls) 431 (four hundred thirty one) (Contractual employees) |
| Please indicate the Number of permanent women employees. |
11 (Eleven) |
| Please indicate the Number of permanent employees with disabilities. |
1 (one) |
| Do you have an employee association that is recognised by Management. |
Yes |
| What percentage of your permanent employees is members of this recognized employee association? |
42.5% [207 (two hundred Seven) at all sites] |
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Principle 3
Please indicate the Number of complaints relating to No of No of
child labour, forced labour, involuntary labour, sexual complaints complaints
filed during pending as
harassment in the last financial year and pending, as on No. Category the on end of
the end of the financial year. financial the financial
year year
1 Child labour/forced No No
labour/involuntary labour
2 Sexual harassment No No
3 Discriminatory employment No No
What percentage of your under mentioned employees Employee Employees
were given safety & skill up-gradation training in the last imparted imparted
safety skill
year? No. Category
training up-gradation
training
1 Permanent Employees 80% 50%
2 Permanent Women Employees 100% 50%
3 Casual/Temporary/Contractual 60% 50%
Employees
4 Employees with Disabilities 1 -
Principle 4
Has the company mapped its internal and external Yes. Your Company does mapping of its internal and
stakeholders? external stakeholders.
Out of the above, has the company identified the Yes. While mapping, Company does identify its
disadvantaged, vulnerable & marginalized stakeholders. disadvantaged, vulnerable and marginalized
stakeholders.
Are there any special initiatives taken by the company to The Company recognizes its responsibility towards
engage with the disadvantaged, vulnerable and disadvantaged, vulnerable and marginalised
marginalized stakeholders. If so, provide details thereof, stakeholders. The Company has undertaken hallmark
in about 50 words or so. programmes under various CSR initiative which focuses
on preventive health measures, promotion of education
and environment protection. The details of such
programmes and their impact assessment are disclosed
in Corporate Social Responsibility section of the Annual
Report.
Principle 5
Does the policy of the company on human rights cover The Code of Conduct of the Company provides for the
only the company or extend to the Group/Joint ventures protection of human rights and it extends to Group as well
/Suppliers/Contractors/NGOs/Others? as other associates.
How many stakeholder complaints have been received in There were no complaints with regard to Human rights
the past financial year and what percent was violations.
satisfactorily resolved by the management?
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Principle 6
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| Principle 6 | Principle 6 |
|---|---|
| Does the policy related to Principle 6 cover only the company or extends to the Group/ Joint ventures/ Suppliers/Contractors/NGOs/others? |
Yes, the Company's policy extends to all interested parties. We provide information about our occupational health and safety and environmental protection measures as well as the impact that each of our locations has on the environment. |
| Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc. |
Operating responsibly is deeply embedded in our corporate values. We are strongly committed to protecting the safety and health of individuals, using resources efciently, and safeguarding the environment. INEOS Styrolution India sites are certifed to ISO14001: 2015 (Environmental Management system) by DQS, which refects a commitment towards responsible management of activities, operations afecting environment. Environmental management is central to our daily operations and is how we drive operational excellence at all our sites. We have converted landfll waste to recycling waste and have gradually reduced our energy use as well as our emissions, such as dust and combustion gases. OCS - Operation Clean Sweep - is part of our commitment to Sustainability and driven at all sites. Operation Clean Sweep is all about making sure our plastic does not get into the marine environment. Operation Clean Sweep® and embed good practices for the containment of pellets in our day-to-day practices and management systems at all our production sites, and encourage logistics suppliers to also adopt these good practices. |
| Does the company identify and assess potential environmental risks? Y/N |
Yes. The Company's SHE (Safety, Health and Environment) protocols and system / policies cover all such monitoring. |
| Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is fled? |
a) Premium efciency motors installed resulting in energy saving in all new Projects. b) Green Belt corridors have been developed and are being maintained near Plant locations at Nandesari and Moxi. c) Rain water harvesting system is developed at Moxi. |
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Principle 6
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| Principle 6 | Principle 6 |
|---|---|
| Has the company undertaken any other initiatives on - clean technology, energy efciency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. |
Yes. A. Energy conservation measures taken: (i) Eforts have been initiated to improve overall equipment efciency at all plants. (ii) Power factor has been maintained high throughout the year by proper monitoring of the capacitor banks at all plants. (iii) Recycle of steam condensate from dryer section at NAN has been resulting in the reduction of fuel and boiler feed water. (iv) Recycling of water has reduced the water consumption and generation of waste water at Nandesari plant. (v) Installation of screw air compressor with variable frequency drive has reduced the power consumption at all plants. (vi) Changeover from CFL/MLL to LED lights for street lights has resulted in energy savings at Dahej, Nandesari, Katol & Moxi plants. (vii) Sludge treatment has been optimized in Nandesari plant, resulting in energy savings. (viii) Optimization in Utility booster pump from Aglo reactor in Nandesari plant resulting in energy savings. (ix) Cooling tower fan optimization in Nandesari plant resulting in energy savings B. Steps taken by the Company for using alternate sources of Energy. (i) Fuel switch over from furnace oil to natural gas at Nandesari, Katol and Dahej plant has been implemented for cleaner environment and better energy efciency. (ii) Green energy generation on wind farms located in Gujarat. |
| Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the fnancial year being reported? |
All emissions and waste, as were generated for the fnancial year being reported, were within the permissible limits as given by CPCB/GPCB. |
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Principle 6
| Principle 6 | Principle 6 |
|---|---|
| Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. |
There are no show cause/ legal notices pending as on end of the Financial Year. |
| Principle 7 | |
| Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: |
The company engages with industry bodies and associations to infuence public and regulatory policy in a responsible manner. The company is a member of : - Chemicals and Petrochemicals Manufacturers association (CPMA) - Federation of Gujarat Industries (FGI). - Society of Polymer Engineers (SPE) Company also works closely with other Industry bodies like : - PlastIndia foundation - All India Plastics Manufacturers Association (AIPMA) - Indian Plastics Institute - Bureau of Indian Standards (BIS) |
| Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others) |
The company has engaged with industry bodies in the following areas : - Bureau of Indian Standards : Sustainable business principles - Chemicals and Petrochemicals Manufacturers association (CPMA) : Inclusive Development policies |
| Principle 8 | |
| Does the company have specifed programmes/ initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof. |
Yes, your Company has specifed programmes / initiatives / projects in pursuit of its Policy on CSR. Some of the key CSR initiatives undertaken by the Company during the year include: (a) Primary health care facilities - Running of Mobile Health Unit, providing basic medical facilities in the villages near Company's plants. (b) Environment preservation and related infrastructure support - Maintenance of Green Belt Zones near various plant locations. |
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| Principle 8 | Principle 8 |
|---|---|
| (c) Education aids and related infrastructure facility development - Providing educational and infrastructural facilities such as solar panel installation for renewable power generation and renovation of toilet blocks in primary schools located near the Company's plants. - Providing special assistance to the schools of diferently abled kids near Company's ofce. (d) Donation towards Covid-19 Relief Activities - Providing sanitization/disinfecting facilities at public utility ofces near the plants of the Company. - Providing groceries, ration kits and sanitization kits to the needy in Vadodara, Nandesari and Moxi. - Distribution of food packets to migrant workers in the areas near the plants of the Company. |
|
| Are the programmes/projects undertaken through in- house team/own foundation/external NGO/government structures/any other organization? |
Some programmes are undertaken through inhouse teams and some are implemented in partnership with NGOs/ other implementing agencies. |
| Have you done any impact assessment of your initiative? | Yes. Before selecting/approving any CSR project, a detailed feasibility study of the project is undertaken by the CSR Team of the Company. |
| What is your company's direct contribution to community development projects- Amount in`and the details of the projects undertaken. |
The details of contributions made by the Company for community development are provided in the CSR report of the Company. The detailed CSR Report is available on Page no. 63 of this Annual Report. |
| Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so. |
The key focus areas under CSR activities for the Company are promoting education; preventive healthcare; infrastructural support; sanitation facilities; purifcation of water; rural development; community welfare and creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India. The impacts and adoption of Company's CSR initiatives by the Community are examined on regular intervals. The same are explained under CSR Report of the Company. (Page no. 63) |
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Principle 9
What percentage of customer complaints/consumer There are no consumer cases pending as on end of cases are pending as on the end of financial year. financial year.
A robust Marketing and Sales team is in constant interaction with customers, understanding the concerns and using their feedback to formulate new customized grades to suit their requirement.
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Every three years, an Asia-Pacific & China(APAC)
focused Customer Satisfaction Survey (CSS) is
conducted. The last CSS was conducted in 2018 by
Nielsen in India.
Does the company display product information on the Yes, the Company displays all information on the product
product label, over and above what is mandated as per label as mandated by applicable laws. No additional
local laws? Yes/No/N.A./Remarks (additional information is provided on the labels.
information)
Is there any case filed by any stakeholder against the There are no cases filed against the Company regarding
company regarding unfair trade practices, irresponsible unfair trade practices or anti-competitive behavior.
advertising and/or anti-competitive behaviour during the
last five years and pending as on end of financial year. If - Your Company strongly discourages unfair trade
so, provide details thereof, in about 50 words or so. practices.
- Company has policies and internal check system at
places for monitoring activities in this regards.
- Regular trainings are imparted in this regard.
All employees are mandated to adhere to these
policies in their day to day routine.
Did your company carry out any consumer survey/ We do Customer Satisfaction Survey by third party as per
consumer satisfaction trends? independent feedback with our business partners for
getting the real time feedback and to improve it on
continuous basis and support our customers. This was
last done in 2018 by NIELSEN India.
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INDEPENDENT AUDITOR'S REPORT
To the Members of INEOS Styrolution India Limited
Report on the audit of the financial statements
Opinion
We have audited the accompanying financial statements of INEOS Styrolution India Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
| Key audit matter | Auditor's Response |
|---|---|
| Assessment of ongoing income tax and indirect tax litigations [Refer to 1(s) Signifcant accounting policies) and Note 38 (Contingent liabilities) to the fnancial statements] As at 31 March 2021, the Company is subjected to a number of indirect tax litigations relating to disallowance of CENVAT credit in respect of payment of countervailing duty and special additional duty through Duty Entitlement Passbook (DEPB) in respect of import of raw materials and availing of CENVAT credit, disallowance of service tax credit on certain input services and income tax litigations relating to |
Our procedures on the management's assessment of these matters included: • Understanding and evaluating process and controls designed and implemented by the management including testing of relevant controls; • Gaining an understanding of the tax related litigations through discussions with the management, including the signifcant developments, additions and settlements during the year; |
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| Key audit matter | Auditor's Response |
|---|---|
| disallowance of expenses, transfer pricing adjustments etc. (together referred to as “litigations”). These matters are in appeal before various judicial forums. The eventual outcome of these litigations is uncertain, and the positions taken by the management are based on the application of signifcant judgement and estimation. The review of these matters requires application and interpretation of tax laws and reference to applicable judicial pronouncements. Based on management judgement and the advice from external legal and tax consultants and considering the merits of the case, the Company has recognized provisions wherever required and for the balance matters, where the management expects favourable outcome, these litigations have been disclosed as contingent liabilities in the fnancial statements unless the possibility of outfow of resources is considered to be remote. Given the uncertainty and application of signifcant judgment in this area in terms of the eventual outcome of litigations, we determined this to be a key audit matter. |
• Inspecting demand notices, if any, received from tax authorities and evaluating the Company's response to those matters; • Obtaining independent confrmations from the Company's external tax experts including the status of the signifcant litigations, their views regarding the likely outcome and magnitude of the potential exposure; • Evaluating the management's assessment on the likely outcome and potential magnitude by involving auditor's experts on complex or signifcant matters as considered necessary; and • Assessing the adequacy of the Company's disclosures. |
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Director's Report of even date and annexure thereof, but does not include the financial statements and our auditor's report thereon.
-
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon
-
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
-
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
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In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters paragraph
-
The comparative financial information of the Company for the year ended March 31, 2020 prepared in accordance with Ind AS included in the Financial Statements has been audited by the predecessor auditors. The report of the predecessor auditors on this comparative financial information dated June 25, 2020, expressed an unmodified opinion.
-
On account of COVID-19 related restrictions we were not able to physically observe the physical verification of inventory that was carried out by the management near to the year end. Consequently, we have performed alternate procedures to audit the existence and condition of inventory as per the guidance provided in SA 501 “Audit evidence - Specific consideration for selected items” which includes inspection of supporting documentation relating to purchases, production, sales and results of the counts performed by the management through the year and have obtained sufficient appropriate audit evidence to issue our unmodified opinion on these Financial Statements.
Our opinion on the financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
-
As required by Section 143(3) of the Act, based on our audit we report, that:
-
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
-
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
-
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
-
d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.
-
e. On the basis of the written representations received from the directors as on 31 March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
-
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
98
-
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended.
-
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
-
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
-
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements
-
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
-
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
-
As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
Place: Ahmedabad Date: 19 May 2021
For Deloitte Haskins & Sells Chartered Accountants (Firm's Registration No. 117365W) Kartikeya Raval (Partner) (Membership No. 106189) (UDIN: 21106189AAAAFB4412)
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ANNEXURE A TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of INEOS Styrolution India Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a
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ANNEXURE A TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Deloitte Haskins & Sells Chartered Accountants (Firm's Registration No. 117365W)
Place: Ahmedabad Date: 19 May 2021
Kartikeya Raval (Partner) (Membership No. 106189) (UDIN: 21106189AAAAFB4412)
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ANNEXURE B TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
-
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and
-
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were
-
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:
| Particulars of the land and building |
Gross Block (as at March 31, 2021) |
Net Block (as at March 31, 2021) |
Remarks |
|---|---|---|---|
| Land at Katol-Surve No.17 Paki-1 - Plant Site Kharabo admeasuring 8500 sq mt |
24.87 lacs|24.87 lacs |
The title deeds are in the name of ABS Industries Limited, erstwhile name of the company |
-
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
-
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
-
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
-
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.
-
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
-
(vii) (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
-
(vii) (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2021 for a period of more than six months from the date they became payable.
-
(vii) (c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2021 on account of disputes are given below:
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ANNEXURE B TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
==> picture [497 x 442] intentionally omitted <==
----- Start of picture text -----
Name of Nature of Dues Forum where Period to which Amount Involved Amount paid Amount Unpaid
Statute Dispute is the Amount ( in Lakhs) ( in Lakhs) ( ` in Lakhs)
Pending Relates
The Central CVD Claimed as January 2005
Excise Act, credit as per exemption CESTAT to 8,116 94 8,022
1944 under DEPB December 2011
Income Tax Act, Commissioner of AY 2010-11 to
Income Tax 2,674 - 1,713
1961 Income Tax (Appeals) AY 2015-16
The Assistant
Income Tax Act,
Income Tax commissioner, AY 2013-14 362 - 362
1961
TDS Circle
Additional / Joint /
Income Tax Act, Income Tax Deputy / Assistant AY 2017-18 1,143 - 1,143
1961 Commissioner of AY 2018-19
Income Tax/
The Central Joint Commissioner FY 2002-03 &
Sales Tax 88 9 79
Sales Tax Act, Commercial Tax 2003-04
1956
The Central Appellate Tribunal
Sales Tax Act, Sales Tax Commercial Tax, FY 2013-14 25 20 5
1956 Ahmedabad
FY 1999-00,
Value Added Commissioner of
VAT FY 2001-02 131 82 49
Tax Act, 2005 Sales Tax (Appeals)
& FY 2015-16
Value Added Commissioner of
VAT FY 2015-16 19 11 8
Tax Act, 2005 Sales Tax, Gujarat
The Customs
Custom CESTAT FY 2011-12 39 2 37
Tariff Act, 1975
Finance Act, August 2008 to
Service Tax CESTAT 2,284 87 2,197
1994 June 2016
Commissioner
Finance Act, Service Tax Central Excise (A), March 2014 to 18 0 18
1994 January 2015
Surat
The Assistant FY 2014-15
Finance Act,
Service Tax commissioner, and 56 2 54
1994
TDS Circle FY 2016-17
----- End of picture text -----
(viii) The Company has not taken any loans or borrowings from financial institutions and government or has not issued any debentures. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks.
(ix) The Company has not raised monies by way of initial public offer, further public offer (including debt instruments), or term loans during the year.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
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ANNEXURE B TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
-
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
-
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
-
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
-
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.
-
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
-
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
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ADUITED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2020-2021
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INEOS Styrolution India Limited
BALANCE SHEET
as at March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars Note No. |
As at March 31, 2021 As at March 31, 2020 |
| A ASSETS 1 Non-current assets (a) Property, plant and equipment (b) Right-of-use Assets (c) Capital work-in-progress (d) Financial assets (i) Investments (ii) Loans (iii) Other fnancial assets (e) Non-current tax assets (f) Other non-current assets Total non-current assets 2 Current assets (a) Inventories (b) Financial assets (i) Trade receivables (ii) Cash and cash equivalents (iii) Bank balance other than (ii) above (iv) Loans (v) Other fnancial assets (c) Other current assets (d) Asset classifed as held for Sale Total current assets TOTAL ASSETS B EQUITY AND LIABILITIES Equity (a) Equity share capital (b) Other equity Total Equity Liabilities 1 Non Current Liabilities (a) Financial liabilities (i) Borrowings (ii) Lease liabilities (ii) Other fnancial liabilities (b) Provisions (c) Employee beneft obligations (d) Deferred tax liabilities (net) Total non-current liabilities 2 (A) 2 (B) 2 (A) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 20 2 (B) 17 18 19 26 |
32,807.79 4,103.87 2,971.14 58.14 481.39 28.28 - 473.64 40,924.25 28,991.23 30,597.52 13,887.99 10,333.94 13.45 133.68 6,258.83 197.10 90,413.74 131,337.99 1,758.56 87,119.44 88,878.00 3,319.08 4,017.02 160.97 3,043.46 403.69 1,011.12 11,955.34 31,554.17 4,917.24 5,626.82 18.08 663.19 27.38 1,723.07 8,407.75 52,937.70 26,848.32 17,223.96 315.83 28.20 30.41 41.04 7,903.58 192.56 52,583.90 105,521.60 1,758.56 59,170.03 60,928.59 6,300.00 4,593.80 151.99 2,956.48 367.83 817.48 15,187.58 |
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BALANCE SHEET
as at March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars Note No. |
As at March 31, 2021 As at March 31, 2020 |
| 2 Current liabilities (a) Financial liabilities (i) Borrowings (ii) Lease liabilities (iii) Trade payables (a) Total outstanding dues of micro and small enterprises (b) Total outstanding dues of creditors other than (iii) (a) above (iv) Other fnancial liabilities (b) Contract liabilities (c) Employee beneft obligations (d) Current tax liabilities (e) Other current liabilities Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES 20 2 (B) 21 22 23 24 25 |
8,200.57 486.36 162.71 13,715.30 5,939.31 110.14 234.33 - 556.71 29,405.43 44,593.01 105,521.60 - 489.42 242.20 22,230.76 6,033.71 40.12 235.11 633.02 600.31 30,504.65 42,459.99 131,337.99 |
The above balance sheet should be read in conjunction with the accompanying notes. As per our attached report of even date.
For Deloitte Haskins & Sells
For and on behalf of the Board of Directors of INEOS Styrolution India Limited
Kartikeya Raval Partner
Robbie Alphons Maria Buntinx Chairman DIN 08830690 Sanjeev Madan Whole time Director & CFO DIN 07533471
Sanjiv Vasudeva Managing Director & CEO DIN 06570945 Abhijaat Sinha Company Secretary
Place : Ahemdabad Date : May 19, 2021
Place : Vadodara Date : May 19, 2021
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STATEMENT OF PROFIT AND LOSS
for the year ended March 31, 2021
||**in Lakhs**|in Lakhs|
|---|---|---|
|Particulars
Note No.|For the year ended
March 31, 2021
For the year ended
March 31, 2020||
|I. Revenue from operations
II. Other income
III. Total income (I+II)
IV. Expenses
Cost of materials consumed
Changes in inventories of fnished goods and work-in-progress
Employee benefts expense
Finance costs
Depreciation and amortisation expense
Other expenses
Total expenses (IV)
V. Proft / (Loss) before exceptional items and tax (III - IV)
Exceptional Items
Proft / (Loss) before tax
VI. Tax expense:
Current tax
Deferred tax (credit) / charge
Total tax expense (VI)
VII. Proft / (Loss) for the year (V - VI)
VIII. Other comprehensive income
Items that will not be reclassifed to proft or loss
Remeasurements of defned beneft plans
Income tax relating to remeasurements of defned
beneft plans
Total other comprehensive income, net of tax
IX. Total comprehensive income for the year (VII + VIII)
X. Earnings per equity share (Face Value**10 each)**<br>Basic ()
Diluted (`)
27
28
29
30
31
32
2(A) & 2(B)
33
44
26
40
34|163,148.40
1,305.18
164,453.58
95,318.15
1,087.72
7,080.59
1,464.08
3,603.02
18,292.64
126,846.20
37,607.38
-
37,607.38
9,367.96
217.90
9,585.86
28,021.52
(96.37)
24.26
(72.11)
27,949.41
159.34
159.34|157,899.91
678.33
158,578.24
117,548.70
5,106.75
5,787.37
1,589.88
3,156.55
22,943.35
156,132.60
2,445.64
3,795.45
(1,349.81)
139.42
(536.97)
(397.55)
(952.26)
(32.50)
11.36
(21.14)
(973.40)
(5.41)
(5.41)|
The above balance sheet should be read in conjunction with the accompanying notes. As per our attached report of even date.
For Deloitte Haskins & Sells
For and on behalf of the Board of Directors of INEOS Styrolution India Limited
Kartikeya Raval Robbie Alphons Maria Buntinx Sanjiv Vasudeva Partner Chairman Managing Director & CEO DIN 08830690 DIN 06570945 Sanjeev Madan Abhijaat Sinha Whole time Director & CFO Company Secretary DIN 07533471 Place : Ahemdabad Place : Vadodara Date : May 19, 2021 Date : May 19, 2021
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STATEMENT OF CASH FLOWS
for the year ended March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars Note No. |
For the year ended March 31, 2021 For the year ended March 31, 2020 |
| A Cash fow from operating activities : Proft before tax Adjustments for : Depreciation and amortisation expense Interest Income on deposits Gain on termination of lease contract (Gain)/Loss on fair valuation of investment Finance costs Net exchange diferences (Proft)/Loss on property, plant and equipment sold/discarded (net) Write of/(Write back) of Inventory (including provisions) Provision for interest on Income Tax Liability Provision/Credit balances no longer required written back Allowance for doubtful debts (net) (Refer Note 36) Operating proft before change in operating assets and liabilities Adjustments for : (Increase)/decrease in inventories (Increase)/decrease in trade receivables (Increase)/decrease in bank balance other than cash and cash equivalents (Increase)/decrease in loans (Increase)/decrease in other fnancial assets (Increase)/decrease in other non-current assets (Increase)/decrease in other current assets Increase/(decrease) in trade payables Increase/(decrease) in other fnancial liabilities Increase/(decrease) in contract liabilities Increase/(decrease) in provisions Increase/(decrease) in employee beneft obligations Increase/(decrease) in other current liabilities Cash generated / (used in) from operations Taxes paid (net of refund) Net cash infow / (outfow) from operating activities B Cash fow from investing activities : Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Interest Income on deposits Net cash outfow from investing activities 2(A), 2(B) 28 2(B) 33 32 28/33 28 33 10 4,11 5,12 13 23 18 25 |
37,607.38 3,603.02 (293.20) (17.89) (40.05) 1,192.22 108.31 (436.85) (122.54) 22.80 (30.57) (3.48) (1,349.81) 3,156.55 (29.89) (39.02) 13.06 1,585.49 211.79 (69.62) 54.02 - (32.21) 50.53 |
| 3,981.77 41,589.15 (2,020.37) (13,341.24) (10,305.74) 198.76 (93.54) 7,832.99 1,644.75 8,488.37 1,194.67 (70.02) 86.98 (59.73) 43.60 4,900.70 3550.89 4,646.53 6,328.57 2.13 (21.29) (42.58) 4,206.40 (1,245.51) (4,975.84) 1,790.13 12.57 2,132.62 (31.44) 24.30 |
|
| (6,400.52) 12,826.59 |
|
| 35,188.63 (7,034.69) 16,377.48 207.73 |
|
| 28,153.94 (1,903.36) 701.77 293.20 16585.21 (8,552.18) 108.94 82.89 |
|
| (908.39) (8,360.35) |
(continued)
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Driving Success. Together.
INEOS Styrolution India Limited
STATEMENT OF CASH FLOWS (CONTINUED)
for the year ended March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars Note No. |
For the year ended March 31, 2021 For the year ended March 31, 2020 |
| C Cash fow from fnancing activities : Proceeds/(repayment) of current borrowings Principal elements of lease payments Proceeds/(repayment) of non current borrowings Interest paid Dividend on equity shares (including dividend distribution tax and payment from unclaimed dividend account) Net cash (outfow)/infow from fnancing activities Net increase/(decrease) in cash and cash equivalents |
(8,194.55) (509.18) (3,500.00) (1,465.40) (4.26) (8,187.90) (517.80) (1,100.00) (2,217.65) (426.13) |
| (13,673.39) (12,449.48) |
|
| 13,572.16 (4,224.62) |
|
| 9 9 Cash and cash equivalents at the beginning of the year Cash and cash equivalents at end of the year |
315.83 4,540.45 |
| 13,887.99 315.83 |
Notes :
-
The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the IND AS - 7 on Statement of Cash Flow as notified under Companies (Accounts) Rules, 2015.
-
Cash flow from operating activities includes
54.86 Lakhs (March 31, 2020:90.73 Lakhs) being expenditure towards Corporate Social Responsibility (Refer Note 33(1)). -
Non-cash investing and financing Activities
| (Refer Note 33(1)). 3 Non-cash investin and fnancin Activities |
||||
|---|---|---|---|---|
| . g g | `in Lakhs | |||
| Particulars | For the year ended March 31, 2021 | For the year ended March | 31, 2020 | |
| - Deletion of right-of-use assets (Refer Note | 2(B)(i)) | 110.12 | 506.62 |
- Deletion of right-of-use assets (Refer Note 2(B)(i))
- Net debt reconciliation
| 4. Net debt reconciliation | |||||
|---|---|---|---|---|---|
| Particulars | Cash and cash | Non-current | Current | Lease | Total |
| equivalents | Borrowings* | Borrowings | Obligations | ||
| Net debt as at March 31, 2019 | 4,540.45 | (10,191.82) | (16,346.06) | - | (21,997.43) |
| Recognized on adoption of Ind AS 116 | - | - | - | (6,143.59) | (6,143.59) |
| Net debt as at April 1, 2019 (restated) | 4,540.45 | (10,191.82) | (16,346.06) | (6,143.59) | (28,141.02) |
| Cash fows | (4,224.62) | 1,100.00 | 8,187.90 | 517.80 | 5,581.08 |
| Deletion - leases | - | - | - | 545.63 | 545.63 |
| Foreign exchange adjustments | - | - | (42.40) | - | (42.40) |
| Interest expense | - | (879.82) | (711.14) | (639.22) | (2,230.18) |
| Interest paid | - | 871.69 | 711.13 | 639.22 | 2,222.04 |
| Net debt as at March 31, 2020 | 315.83 | (9,099.95) | (8,200.57) | (5,080.16) | (22,064.85) |
| Cash fows | 13,572.16 | 3,500.00 | 8,194.55 | 509.18 | 25,775.89 |
| (Addition)/Deletion to leases liability | - | - | - | 64.54 | 64.54 |
| Foreign exchange adjustments | - | - | - | - | - |
| Interest expense | - | (477.99) | (190.07) | (524.16) | (1,192.22) |
| Interest paid | - | 745.15 | 196.09 | 524.16 | 1,465.40 |
| Net debt as at March 31, 2021 | 13,887.99 | (5,332.79) | (0.00) | (4,506.44) | 4,048.76 |
- includes current maturities of Long Term Debt
The above balance sheet should be read in conjunction with the accompanying notes. As per our attached report of even date.
For Deloitte Haskins & Sells
For and on behalf of the Board of Directors of INEOS Styrolution India Limited
Robbie Alphons Maria Buntinx Sanjiv Vasudeva Kartikeya Raval Chairman Managing Director & CEO Partner DIN 08830690 DIN 06570945 Sanjeev Madan Abhijaat Sinha Whole time Director & CFO Company Secretary DIN 07533471 Place : Ahemdabad Place : Vadodara Date : May 19, 2021 Date : May 19, 2021
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STATEMENT OF CHANGES IN EQUITY
for the year ended March 31, 2021
| (a) Equity share capital | Note No. Amount **in Lakhs**<br>15<br>15<br>**1758.56**<br>-<br>**1758.56**<br>-<br>**1758.56**<br>in Lakhs |
|---|---|
| Particulars | |
| As at March 31, 2019 Changes in Equity share capital during the year As at March 31, 2020 Changes in Equity share capital during the year As at March 31, 2021 |
|
| (b) Other equity | |
| Particulars Note No. |
Reserves and surplus |
| Capital reserve Securities premium Surplus on capital reduction General reserve Retained earnings Total |
|
| Balance at March 31, 2019 Loss for the year Remeasurements of post-employment beneft obligation, net of tax Total comprehensive income for the year Transaction with owners in their capacity as owners: Dividend paid (including dividend distribution tax) Balance at March 31, 2020 Proft for the year Remeasurements of post-employment beneft obligation, net of tax Total comprehensive income for the year Transaction with owners in their capacity as owners: Dividend paid (including dividend distribution tax) Balance at March 31, 2021 16 16 16 |
0.14 4,328.39 134.39 5,155.95 50,948.56 60,567.43 |
| - - - - - - - - (952.26) (21.14) (952.26) (21.14) |
|
| - - - - (973.40) (973.40) |
|
| - - - - (424.00) (424.00) |
|
| 0.14 4,328.39 134.39 5,155.95 49,551.16 59,170.03 |
|
| - - - - - - - - 28,021.52 (72.11) 28021.52 (72.11) |
|
| - - - - 27,949.41 27,949.41 |
|
| - - - - - - |
|
| 0.14 4,328.39 134.39 5,155.95 77,500.57 87,119.44 |
The above balance sheet should be read in conjunction with the accompanying notes. As per our attached report of even date.
For Deloitte Haskins & Sells
Kartikeya Raval Partner Place : Ahemdabad Date : May 19, 2021
For and on behalf of the Board of Directors of INEOS Styrolution India Limited Robbie Alphons Maria Buntinx Sanjiv Vasudeva Chairman Managing Director & CEO DIN 08830690 DIN 06570945 Sanjeev Madan Abhijaat Sinha Whole time Director & CFO Company Secretary DIN 07533471 Place : Vadodara Date : May 19, 2021
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Driving Success. Together.
INEOS Styrolution India Limited
NOTES TO THE FINANCIAL STATEMENTS
for the year ended March 31, 2021
Background
INEOS Styrolution India Limited (the 'Company') is a public limited Company domiciled in India and is listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company is engaged in manufacture, trading and sale of “Engineering Thermoplastics”. The Company has manufacturing facilities at Nandesari, Moxi, Katol and Dahej and Research and Development centre at Moxi in Gujarat.
Note 1: Significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
(a) Basis of preparation
(i) Compliance with Ind AS:
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria as set out in the Schedule III to the Act.
The accounting policies adopted in the preparation of the financial statements are consistent with those of the previous year. Also refer Note 1(a)(iii) below.
(ii) Historical cost convention:
The financial statements have been prepared on a historical cost basis, except for the following:
-
certain financial assets and liabilities (including derivative instruments) that are measured at fair value (refer note 35);
-
assets held for sale - measured at lower of its carrying amount and fair value less costs to sell
-
defined benefit plans - plan assets measured at fair value (refer note 40).
(b) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Refer note 42 for segment information presented.
(c) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements of the Company are presented in Indian rupee (INR), which is the Company's functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
112
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in Statement of profit and loss.
Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Statement of profit and loss, within finance costs. All other foreign exchange gains and losses are presented in the Statement of profit and loss on a net basis within other income or other expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
(d) Revenue recognition
(i) Sale of goods
The Company is engaged in manufacturing, trading and sale of 'Engineering Thermoplastics'. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
Revenue from these sales is recognised based on the price agreed with the customer, net of the estimated discounts based on discount agreements. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. No element of financing is deemed present as the sales are made with a credit term of 30-45 days, which is consistent with market practice.
Sale of goods does not involve warranty obligation or right to return.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
(ii) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(e) Income tax
The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
113
Driving Success. Together.
INEOS Styrolution India Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2020
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax includes, Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability. Accordingly, MAT is recognised as an asset in the Balance Sheet when asset can be measured reliably and it is probable that future economic benefit associated with it will be realised.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
(f) Leases
As a lessee:
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the company. Contracts may contain both lease and non-lease components. As a general rule, the Company separates non-lease components, such as services, from lease payments except where it is not practical to determine non-lease components.
Assets and liabilities arising from a lease are initially measured on present value basis. Lease liabilities include the net present value of the following lease payments:
-
fixed payments (including in substances fixed payments), less any lease incentive receivable
-
variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date
-
payments of penalties for terminating the lease, if the lease term reflects the company exercising that option
Lease payments to be made under reasonably certain extension option are also included in the measurement of the liability. The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that lessee would have to pay to borrow the fund necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar term, security and conditions.
The Company is exposed to potential future increases in variable lease payments based on index or rate, which are not included in the lease liability until they take effect. When adjustment to lease payments based on index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. Finance cost is charged to profit or loss over the lease period so as to produce a constant periodical rate of interest on the remaining balance of the liability for each period.
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Variable lease payments other than those based on index or rate are recognized in profit or loss in the period in which the condition that triggers those payments occurs.
Right-of-use assets are measured at cost comprising the following:
-
the amount of initial measurement of lease liability,
-
any lease payments made at or before the commencement date less any lease incentives received,
-
any initial direct costs, and
-
restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight line basis.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognized on a straightline basis in the Statement of profit and loss. Short term leases are leases with a lease term of 12 months or less. Low value asset comprise IT equipment and Office Equipment.
As a lessor:
The Company does not have any lease arrangements where the entity is a lessor.
(g) Impairment of assets
The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(h) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
(i) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment.
(j) Inventories
Raw materials, packing materials, stores and spares, work in progress, traded and finished goods are stated at the lower of cost and net realisable value. Cost of raw materials and traded goods comprises cost of purchases. Cost of work-in progress and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Cost of inventories also include all other costs incurred in bringing the inventories to their present location and condition.
115
Driving Success. Together.
INEOS Styrolution India Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
Costs are assigned to individual items of inventory on the basis of weighted average cost basis. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
(k) Investments and other financial assets
(i) Classification
The Company classifies its financial assets in the following measurement categories:
-
those to be measured subsequently at fair value through profit or loss and
-
those measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income as the case may be. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through Statement of profit and loss.
(ii) Measurement
At initial recognition, the Company measures a financial asset at its fair value. Transaction costs of acquisition of financial assets carried at fair value through profit and loss are expensed in the Statement of profit and loss.
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured subsequently at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method.
Equity instruments : The Company subsequently measures all equity investments at fair value through Statement of Profit and Loss. Dividends from such investments are recognised in profit or loss as other income when the Company's right to receive payments is established.
(iii) Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been an increase in credit risk (Refer note 36).
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(iv) Derecognition of financial assets
A financial asset is derecognised only when
-
The Company has transferred the rights to receive cash flows from the financial asset or
-
Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
116
Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing
(v) Income recognition
Interest income
Interest income on financial assets at amortised cost is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.
Dividends
Dividends are received from financial assets at fair value through profit or loss. Dividends are recognised as other income in profit or loss when the right to receive payment is established.
(l) Derivatives
Derivatives are taken as the hedging instrument by the Company.
For derivatives taken against underlying asset/liability or that are used to hedge forecast transactions, the Company generally designates only the change in fair value of the forward contract related to the spot component and aligned forward element on reporting date.
Gains or losses relating to the effective portion of the change in the spot component and aligned forward element of the forward contracts are recognised in Statement of profit and loss.
(m) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(n) Property, plant and equipment
Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
117
Driving Success. Together.
INEOS Styrolution India Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2020
Depreciation methods and estimated useful lives:
Depreciation is calculated using the straight-line method over useful lives of assets as follows:
| Asset Category | Estimated useful life |
|---|---|
| Lease hold land | Lease Term |
| Building, including temporary structure (*) | 3-60 Years |
| Road (*) | 10 Years |
| Plant & Machinery (*) | 3-40 Years |
| Furniture & Fixtures (*) | 6-16 Years |
| Ofce Equipment (*) | 3-7 Years |
| Vehicles (*) | 8-10 Years |
(*) Based on technical evaluation, the management believes that the useful life given above best represent the period over which management expects to use these assets. Hence, the useful lives for these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013.
Useful life of Leasehold Improvements is considered based on lease term.
Depreciation and amortization methods and useful lives are reviewed periodically, including at each financial year end.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of profit and loss.
(o) Non-Current Assets Classified as Held for sale
Non-current Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the asset is recognised at the date of de-recognition.
Assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
Assets classified as held for sale are presented separately from the other assets in the balance sheet.
(p) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid or not due for payment. The amounts are unsecured and are usually paid as per the agreed payment
118
terms. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the
(q) Borrowings
Borrowings are initially recognised at fair value and are subsequently measured at amortised cost. In case of foreign currency loan, any difference between the proceeds received and repayment amount is recognised in the Statement of profit and loss.
Borrowings are derecognised from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.
(r) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
(s) Provisions and contingent liabilities
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. These are reviewed at each reporting period and reflect the best current estimate. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
(t) Employee benefits
Short-term employee benefits obligations:
All employee benefits payable within twelve months of service such as salaries, wages, bonus, ex-gratia, medical benefits etc. are classified as short-term employee benefits and are recognised in the Statement of Profit and Loss as an expense
119
Driving Success. Together.
INEOS Styrolution India Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2020
and are presented as current employee benefit obligations in the Balance sheet at the undiscounted amount on an accrual basis. Short-term leave encashment is provided at undiscounted amount during the accounting period based on service rendered by employees.
Termination benefits are recognised as an expense as and when incurred.
Defined contribution plans
Contributions to defined contribution schemes such as contribution to Provident Fund, Super annuation fund, Employees' State Insurance Corporation, National Pension Scheme and Labours Welfare Fund are charged as an expense to the Statement of Profit and Loss based on the amount of contribution required to be made as and when services are rendered by the employees. The above benefits are classified as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.
Defined benefit plans
Gratuity: The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment. The Company's liability is actuarially determined (using the Projected Unit Credit method) by an independent actuary at the end of each year. Remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income.
Non-current compensated absences: The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an unconditional right to defer settlement for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur.
(u) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(v) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
120
(w) Earnings per share
Earnings per share (EPS) is calculated by dividing the net profit or loss for the period attributable to Equity Shareholders by the weighted average number of Equity shares outstanding during the period. Earnings considered in ascertaining the EPS is the net profit for the period and any attributable tax thereto for the period (Refer Note 34).
(x) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off in lakhs as per the requirement of Schedule III, unless otherwise stated.
(y) Exceptional items
When items of income or expense are of such nature, size and incidence that their disclosure is necessary to explain the performance of the Company for the year, the Company makes a disclosure of the nature and amount of such items separately under the head “Exceptional items”
Critical estimates and judgments :
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the group's accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with
Areas involving critical estimates and judgements are:
Estimated useful life of tangible assets - Refer Note 1 (n) and Note 2 (A)
Estimated defined benefit obligation - Refer Note 1 (t) and Note 40
Allowance for doubtful debts - Refer Note 1 (k) (iii) and Note 36 (i)
Leases -Refer Note 1 (f) and 2(B)
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
121
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS
for the year ended March 31, 2021
Note - 2 (A)
Property, Plant and Equipment - As at March 31, 2021
| Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
Note - 2 (A) |
|---|---|---|---|---|---|---|---|---|---|
| `in Lakhs Property, Plant and Equipment - As at March 31, 2021 |
|||||||||
| Particulars | Gross carrying amount | Depreciation | Net carrying amount |
||||||
| Balance as at March 31, 2020 |
Additions | Deduction/ Adjustments |
Balance as at March 31, 2021 |
Balance as at March 31, 2020 |
Charge for the year |
Deduction/ Adjustments |
Balance as at March 31, 2021 |
Balance as at March 31, 2021 |
|
| Freehold land | 601.96 | 221.37 | (24.92) | 798.41 | - | - |
- | - | 798.41 |
| Building | 7,762.52 | 878.27 | (375.81) |
8,264.98 | 1,600.17 | 360.19 | (261.29) | 1,699.07 | 6,565.91 |
| Leasehold Improvements | 63.62 | 1,485.58 | - |
1,549.20 |
14.79 | 10.83 | - | 25.62 | 1,523.58 |
| Plant and machinery | 33,875.95 | 1,709.70 | (541.15) | 35,044.50 | 9,813.32 | 2,296.14 | (425.87) | 11,683.59 | 23,360.91 |
| Furniture and fxtures | 304.57 | 2.23 | (27.13) | 279.67 | 98.00 | 42.24 | (15.91) | 124.33 | 155.34 |
| Vehicles | 66.20 | - | (1.60) |
64.60 | 50.54 | 4.33 | (1.60) | 53.27 | 11.33 |
| Offce equipments | 1,060.62 | 59.43 | (57.82) | 1,062.23 | 604.45 | 122.56 | (57.09) | 669.92 | 392.31 |
| TOTAL | 43,735.44 | 4,356.58 | (1,028.43) | 47,063.59 | 12,181.26 | 2,836.30 | (761.76) | 14,255.80 | 32,807.79 |
| Capital work in progress | 5,626.82 | 1,700.90 | (4,356.58) | 2,971.14 | - | - |
- | - | 2,971.14 |
`in Lakhs Property, Plant and Equipment - As at March 31, 2020 |
|||||||||
| Particulars | Gross carrying amount | Depreciation | Net carrying amount |
||||||
| Balance as at March 31, 2019 |
Additions | Deduction/ Adjustments |
Balance as at March 31, 2020 |
Balance as at March 31, 2019 |
Charge for the year |
Deduction/ Adjustments |
Balance as at March 31, 2020 |
Balance as at March 31, 2020 |
|
| Freehold land | 85.49 | 516.47 | - | 601.96 |
- | - |
- | - | 601.96 |
| Leasehold land | 215.10 | - | (215.10) |
- | 13.36 |
- | (13.36) | - | - |
| Building | 5,536.55 | 2,225.97 | - | 7,762.52 |
1,332.43 | 267.74 | - | 1,600.17 | 6,162.35 |
| Leasehold Improvements | 63.62 | - | - |
63.62 |
5.67 | 9.12 | - | 14.79 | 48.83 |
| Plant and machinery | 23,077.51 | 10,907.04 | (108.60) | 33,875.95 | 8,112.02 | 1,777.73 | (76.43) | 9,813.32 | 24,062.63 |
| Furniture and fxtures | 268.70 | 37.97 | (2.10) | 304.57 | 57.95 | 42.15 | (2.10) | 98.00 | 206.57 |
| Vehicles | 66.20 | - | - |
66.20 |
42.91 | 7.63 | - | 50.54 | 15.66 |
| Offce equipments | 775.31 | 308.00 | (22.69) | 1,060.62 | 496.42 | 130.72 | (22.69) | 604.45 | 456.17 |
| TOTAL | 30,088.48 | 13,995.45 | (348.49) | 43,735.44 | 10,060.76 | 2,235.09 | (114.58) | 12,181.26 | 31,554.17 |
| Capital work in progress | 9,599.67 | 10,022.60 | (13,995.45) | 5,626.82 |
- | - | - | - |
5,626.82 |
Notes
-
1) Freehold Land aggregating
24.87 Lakhs (March 31, 2020 -24.87 Lakhs) are held in the erstwhile name of the Company. The Company has initiated the process of getting title deeds updated in its current name viz. INEOS Styrolution India Limited. -
2) Refer Note 39 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
-
3) Capital work-in-progress mainly comprises of cost of engineering services, new plant and machinery and building.
-
4) Adjustments under freehold land having gross block of
24.92 Lakhs (Net block of24.92 Lakhs), under Building having gross block of238.83 Lakhs (Net Block ofNil), under Plant & Machinery having gross block of300.48 Lakhs (Net block ofNil), under Furniture & Fixture having gross block of -
19.47 Lakhs (Net Block ofNil), under Vehicles having gross block of0.28 Lakhs (Net block ofNil) relates to classification of various assets to Asset held for sale (Refer Note 14) -
5) Adjustments in previous year under leasehold land having gross block of ` 215.10 Lakhs and net block of relates to the adoption of Ind AS 116, leased assets are presented as a separate line item in the balance sheet as at March 31, 2020 (Refer Note 2 (B)).
122
Note - 2 (B)
This note provides information for leases where the Company is a lessee.
The Company leases various offices, warehouses, windmill lands, vehicles, employee quarters, equipment etc. Rental contracts typically ranges from 1 year to 10 years but may have extension option as described in (iii).
(i) Amounts recognised in balance sheet
The balance sheet shows the following amounts relating to leases:
| `in Lakhs | |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020* |
| Right of use assets Land Building Plant and machinery Vehicles Total |
196.01 295.59 3,588.64 23.63 232.26 480.45 4,116.67 87.86 |
| 4,103.87 4,917.24 |
- Until March 31, 2019, the Company recognized lease assets relation to leases that were classified as finance leases under Ind AS 17 Leases. The assets were presented in property, plant and equipment and the liabilities as part of Company's borrowings and other financial liabilities. For adjustments recognized on adoption of Ind AS 116 on April 1, 2019 (Refer Note 2 (A)).
Leasehold Land amounting to 195.25 Lakhs (March 31, 2020 - 198.59 Lakhs) are held in the erstwhile name of the Company. The Company has initiated the process of getting lease agreements updated in its current name viz. INEOS Styrolution India Limited. During the year, addition to the right of use of assets were 63.47 Lakhs (March 31,2020 - Nil) and deletion to the right of use assets were 110.12 Lakhs. (March 31, 2020 - 506.62 Lakhs).
| Lease Liabilities Current Non-Current Maturity Analysis : - Year 1 - Year 2 - Year 3 - Year 4 - Year 5 - Year 6 onwards - Less: unearned interest |
489.42 4,017.02 486.36 4,593.80 |
|---|---|
| 4,506.44 5,080.16 |
|
| 936.38 919.27 929.56 987.60 904.63 1,727.14 (1,898.14) 972.11 903.74 919.27 929.56 987.60 2,815.43 (2,447.55) |
|
| 4,506.44 5,080.16 |
(ii) Amounts recognised in statement of profit and loss
The statement of profit and loss shows following amounts relating to leases:
123
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| Depreciation charge of right of use assets Land Building Plant and machinery Vehicles Total Interest Expenses (included in Finance Costs) Expense relating to short-term leases (included in other expenses) Expense relating to leases of low value assets that are not shown above as short term leases(included in other expenses) Expense relating to variable lease payments not included in lease liabilities Gain on termination of lease contract(included in miscellaneous income) Total |
10.51 138.99 528.03 89.19 11.27 125.43 696.91 87.86 |
| 766.72 921.47 |
|
| 524.16 253.58 3.04 - (17.89) 639.22 557.13 3.60 0.08 (39.01) |
|
| 762.89 1,161.02 |
The total cash outflow including interest for leases for the year ended March 31, 2021 was 1,289.96 Lakhs. (March 31, 2020 - 1,717.83 Lakhs)
(iii) Extension and termination options in Lease Contracts
These options are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. Extension and termination options are included in the lease term, only if the Company has the right to excercise these options and reasonably certain to excercise the right.
Critical judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that creates an economic incentive to exercise an extension option, or not to exercise a termination option. Extension option (or period after termination option) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
For the leases of office, warehouse, land, vehicle, employee quarters, and equipment, etc., the following factors are normally the most relevant:,
-
If there is significant penalty to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).
-
If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate)
-
Otherwise, the Company considers the other factors including historical lease duration and the costs and business disruption required to replace the leased asset.
Most extension options in leases have not been included in the lease liabilities, because the Company could replace the asset without significant cost or business disruption.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
During the current financial year, the financial effect of revising lease terms to reflect the effect of exercising extension and termination option was a net decrease in recognized lease liabilities of 64.54 Lakhs and right-of-use assets of 46.65 Lakhs (March 31,2020, an increase in recognized lease liabilities and right-of-use assets of ` 8,952.35 Lakhs).
124
Note - 3
Investments
Investments in equity shares accounted at fair value through profit and loss (fully paid-up)
| Investments in equity shares accounted at fair value through | proft and loss (fully paid-up) |
|---|---|
| `in Lakhs | |
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Quoted 13,900 equity shares of Supreme Petrochem Ltd. of face value`10 each fully paid-up (March 31, 2019: 13,900) Total Aggregate market value of quoted investments Total These shares are in the erstwhile name of the company and have been transferred to The Investor Education and Protection Fund. The Company is in the process of claiming the shares. 58.14 58.14 58.14 58.14 18.08 18.08 18.08 18.08 Note - 4 Loans Non-current Loan to employees Security deposits for utilities and premises Total Breakup of security details - Considered good - secured - Considered good - unsecured - Which have signifcant increase in Credit Risk - Credit - impaired Total 5.41 475.98 481.39 - 481.39 - - 481.39 6.85 656.34 663.19 - 663.19 - - 663.19 Note - 5 Other fnancial assets Non- current Bank deposits Total 28.28 28.28 27.38 27.38* |
58.14 18.08 |
| 58.14 18.08 |
|
| 58.14 18.08 |
|
| 58.14 18.08 |
|
| 481.39 663.19 |
|
| - 481.39 - - - 663.19 - - |
|
| 481.39 663.19 |
|
| 28.28 27.38 |
|
| 28.28 27.38 |
- Bank deposit held by government authorities and held as lien under court order.
125
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
Note - 6
| Note - 6 | |
|---|---|
| `in Lakhs | |
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Other assets Non- current Balances with government authorities Deposit Capital advances Total Deposit given to Kandla Port Trust under the order of Honourable Gujarat High Court 223.62 250.00 0.02 473.64 8,056.61 250.00 101.14 8,407.75 Note - 7 Inventories Raw materials Raw materials (goods-in-transit) Work-in-progress Finished goods Finished goods (goods-in-transit) Stores and spares Packing materials Total 12,762.73 6,075.91 18,838.64 2,763.41 4,783.60 1,249.56 981.33 374.69 28,991.23 13,578.04 1,870.97 15,449.01 2,510.03 6,402.79 971.47 1,158.40 356.62 26,848.32* |
223.62 250.00 0.02 8,056.61 250.00 101.14 |
| 473.64 8,407.75 |
|
| 18,838.64 15,449.01 |
|
| 2,763.41 4,783.60 1,249.56 981.33 374.69 2,510.03 6,402.79 971.47 1,158.40 356.62 |
|
| 28,991.23 26,848.32 |
-
At cost and net realisable value whichever is lower.
-
Refer Note 20 for inventories pledged as security for credit facility limits.
-
Write-downs / (write back) of inventories amounted to
69.63 Lakhs (March 31, 2020 -54.02 Lakhs). These were recognised as an expense during the year and included in the respective financial statement line item in the Statement of profit and loss.
Note - 8
| Note - 8 | ||
|---|---|---|
| Trade receivables | ||
| - Considered good - secured | - | - |
| - Considered good - unsecured | 30,597.52 | 17,223.96 |
| - Which have signifcant increase in Credit Risk | - | 50.82 |
| - Credit - impaired | 537.95 | 567.34 |
| 31,135.47 | 17,842.12 | |
| Less: Allowance for doubtful debts (Refer Note 36 (I)) | 537.95 | 618.16 |
| Total | 30,597.52 | 17,223.96 |
| * Refer Note 20 for trade receivables pledged as security for credit facility limits. | ||
| Receivables from related parties (Refer Note 41) | 214.09 | 78.43 |
| Receivables from others | 30,383.43 | 17,145.53 |
| Total | 30,597.52 | 17,223.96 |
126
| Note - 9 | `in Lakhs |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Cash and cash equivalents Balances with bank In current accounts Deposits with maturity of less than three months Cash on hand Total Note - 10 Bank balances other than Cash and cash equivalents above Earmarked balances with banks Deposits with maturity of more than three month but less than twelve months In unclaimed dividend account Total Note - 11 Loans Current Loans to employees Total Breakup of security details - Considered good - secured - Considered good - unsecured - Which have signifcant increase in Credit Risk - Credit - impaired Total Note - 12 Other fnancial assets Current Other fnancial assets Derivative - Foreign Exchange Forward Contracts Total Receivables from related parties (Refer Note 41) Other current fnancial assets Total |
555.45 13,332.45 0.09 315.33 - 0.50 |
| 13,887.99 315.83 |
|
| 10,310.00 23.94 - 28.20 |
|
| 10,333.94 28.20 |
|
| 13.45 30.41 |
|
| 13.45 30.41 |
|
| - 13.45 - - - 30.41 - - |
|
| 13.45 30.41 |
|
| 121.54 12.14 - 41.04 |
|
| 133.68 41.04 |
|
| 10.54 123.14 - 41.04 |
|
| 133.68 41.04 |
127
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| Note - 13 | `in Lakhs |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Other assets Current Balance with government authorities Advances for supply of goods and services Prepaid Expenses Total Receivables from related parties (Refer Note 41) Other current assets Total Note - 14 Asset classifed as held for Sale Current Asset classifed as held for Sale* |
5,731.49 342.38 184.96 7,598.95 117.15 187.48 |
| 6,258.83 7,903.58 |
|
| 237.20 6,021.63 - 7,903.58 |
|
| 6,258.83 7,903.58 |
|
| 197.10 192.56 |
|
| 197.10 192.56 |
- During the year ended March 31, 2019, the Company has decided to sale certain commercial properties and residential properties located at Vadodara, Delhi and Bangalore. During the year the Company has sold one commercial property at Bangalore and one residential property at Vadodara and also decided to sale freehold land at Pransla and Lamba and various assets at Kandla terminal. The Company is actively looking for prospective buyers and the intention is to complete the sale within one year. These assets are presented within total assets of the Specialties segment. (Refer Note 42)
Note - 15
Equity share capital
| Equity share capital | |
|---|---|
| `in Lakhs | |
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| No. of shares Amount No. of shares Amount |
|
| Authorised share capital Equity shares of 10 each<br>**Issued and subscribed share capital**<br>Fully paid equity shares of10 eachTotal share capital |
50,000,000 17,585,625 50,000,000 17,585,625 5,000.00 1,758.56 5,000.00 1,758.56 |
| 1,758.56 1,758.56 |
128
The Reconciliation of number of shares outstanding at the beginning and at the end of the year
| `in Lakhs | |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| No. of shares Amount No. of shares Amount |
|
| a) Equity shares held by holding company Balance at the beginning of the reporting period Changes in equity share capital during the year Balance at the end of the reporting period |
17,585,625 - 17,585,625 - 1,758.56 - 1,758.56 - |
| 17,585,625 17,585,625 1,758.56 1,758.56 |
|
| `in Lakhs | |
| Name of shareholder As at March 31, 2021 As at March 31, 2020 Relationship |
|
| INEOS Styrolution APAC Pte Ltd. 13,189,218 Holding company 13,189,218 |
b) Rights, preferences and restrictions attached to shares
Equity Shares
The Company has one class of equity share having a par value of ` 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
c) Particulars of shareholders holding more than 5% equity shares in the company
| Particulars | As at March 31, 2021 As at March 31, 2020 |
|---|---|
| No. of shares Percentage No. of shares Percentage |
|
| INEOS Styrolution APAC Pte Ltd. | 13,189,218 13,189,218 75.00% 75.00% |
d) Information on equity shares allotted without receipt of cash or allotted as bonus shares or shares bought back during five years immediately preceding March 31, 2021.
No shares are allotted as bonus or allotted without receipt of cash and there has been no buy back of shares during the past five years.
129
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
Note - 16
| Note - 16 | ||||||
|---|---|---|---|---|---|---|
| Other equity | `in Lakhs | |||||
| Reserves and surplus | ||||||
| Particulars | Capital | Securities | Surplus |
General | Retained | Total |
| reserve | premium | oncapital | reserve | earnings | ||
| reduction | ||||||
| Balance at March 31, 2019 | 0.14 | 4,328.39 | 134.39 | 5,155.95 | 50,948.56 | 60,567.43 |
| Loss for the year | - | - | - |
- |
(952.26) |
(952.26) |
| Other comprehensive income for the year | ||||||
| Items of OCI recognised directly in retained earnings | ||||||
| Remeasurements of post-employment beneft | ||||||
| obligation, net of tax | - | - | - |
- |
(21.14) |
(21.14) |
| Total comprehensive income for the year | ||||||
| - | - | - |
- |
(973.40) |
(973.40) | |
| Transaction with owners in their capacity as owners: | ||||||
| Dividend paid on equity shares for the year | - | - | - |
- |
(351.70) |
(351.70) |
| 2018-19: [`2 per share ] | ||||||
| Dividend Distribution Tax (DDT) on dividend paid | - | - | - |
- |
(72.30) |
(72.30) |
| Balance at March 31, 2020 | 0.14 | 4,328.39 | 134.39 | 5,155.95 | 49,551.16 | 59,170.03 |
| Proft for the year | - | - | - | - | 28,021.52 | 28,021.52 |
| Other comprehensive income for the year | ||||||
| Items of OCI recognised directly in retained earnings | ||||||
| Remeasurements of post-employment beneft | ||||||
| obligation, net of tax | - | - | - | - | (72.11) | (72.11) |
| Total comprehensive income for the year | - | - | - | - | 27,949.41 | 27,949.41 |
| Transaction with owners in their capacity as owners: | ||||||
| Dividend paid on equity shares for the year | - | - | - | - | - | - |
| 2019-20: [`Nil per share ] | ||||||
| Dividend Distribution Tax (DDT) on dividend paid | - | - | - | - | - | - |
| Balance at March 31, 2021 | 0.14 | 4,328.39 | 134.39 | 5,155.95 | 77,500.57 | 87,119.44 |
| Nature and purpose of reserves | ||||||
| Capital reserve |
Capital reserve is on account of profit on re-issue of forfeited Shares
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
130
Surplus on capital reduction
Surplus on capital reduction is created as per order no. O/14505/2004 dated June 24, 2004 passed by the Honourable High Court of Gujarat in Company Petition No. 60 of 2004.
General reserve
General reserve represents amounts appropriated out of retained earnings in accordance with the provisions of the Act.
Note - 17
| Nt 17 | |
|---|---|
| oe - | `in Lakhs |
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Other fnancial liabilities Non-current Employee payables Total Note - 19 Employee beneft obligations Non-current Provision for compensated absences (Refer Note 40) Total Note - 18 Provisions Non-current Provision for contingencies (Refer Note 44) Total* |
160.97 151.99 |
| 160.97 151.99 |
|
| 3,043.46 2,956.48 |
|
| 3,043.46 2,956.48 |
|
| 403.69 367.83 |
|
| 403.69 367.83 |
- The Compensated absences covers the liability for sick and earned leave.
131
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| Note - 20 | `in Lakhs |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Borrowings Non-current Unsecured External Commercial Borrowing from related party (Refer Note 22 and 41) Total Non-Current Borrowings Current Secured Working capital loans Buyers credit from bank Unsecured Working capital loans Total Current Borrowings Total |
3,319.08 6,300.00 |
| 3,319.08 6,300.00 |
|
| - - 169.02 2,732.63 |
|
| - 2,901.65 |
|
| - 5,298.92 |
|
| - 5,298.92 |
|
| - 8,200.57 |
|
| 3,319.08 14,500.57 |
Notes:
-
1) External Commercial Borrowing (ECB) loan is availed from a related party at a fixed interest rate of 7.60% repayable in 6 half-yearly instalments beginning from Dec 31, 2019 (revised from 8.90% to 7.60% w.e.f. July 1,2020).
-
Subsequent to the year ended March 31, 2021, the Company has revised the loan agreement. Pursuant to the said revision, the loan will be repayable in 2 instalments May 31, 2021 and August 31,2026. According to the Company, the revision to the said agreement is a nonadjusting event.
-
2) No Buyers credit facility taken during the year. Buyers credit facility was taken towards purchase of raw material during previous year. It was backed by bank guarantee and carried interest rate from 2.10% to 2.30% p.a. during the previous year and was repayable within 60 days from the date the credit was extended.
-
3) Working capital loans are taken for a duration of 7 to 90 days and carries interest rate from 6.50% p.a. to 8.50% p.a. (March 31, 2020 : 7.00% p.a. - 8.81% p.a.) during the year.
-
4) Unsecured borrowings from banks are guaranteed by INEOS Styrolution Group GmbH.
-
5) Secured credit facility limits from banks are secured by first charge on inventories and trade receivables.
-
6) Current borrowing includes interest accrued but not due amounting to ` Nil (March 31, 2020 - 6.02 Lakhs).
132
Note - 21
| Note - 21 | |
|---|---|
| `in Lakhs | |
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Trade payables (a) Total outstanding dues of micro and small enterprises (b) Total outstanding dues of creditors other than (a) above Total Trade payables to related parties (Refer Note 41) Trade payables to others Total 242.20 22,230.76 22,472.96 2,877.78 19,595.18 22,472.96 162.71 13,715.30 13,878.01 1,649.83 12,228.18 13,878.01 Note : Details of Dues to Micro and Small Enterprises as defned under MSMED Act, 2006 (a) The principal amount and interest due thereon remaining unpaid to suppliers (i) Principal (ii) Interest due thereon (b) (i) The delayed payments of principal amount paid beyond the appointed date during the year (ii) Interest actually paid under Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (c) (i) Interest accrued during the year, for all the delayed payments, as per the agreed terms. (ii) Interest payable for the period of delay in making payment, as per the agreed terms. (d) (i) Total Interest accrued during the year (ii) Total Interest accrued during the year and remaining unpaid (e) Further interest remaining due and payable for earlier years 214.62 0.63 715.92 - - - 11.44 11.44 16.14 146.57 0.04 832.52 - - - 8.82 8.82 7.32 |
242.20 22,230.76 162.71 13,715.30 |
| 22,472.96 13,878.01 |
|
| 2,877.78 19,595.18 1,649.83 12,228.18 |
|
| 22,472.96 13,878.01 |
The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information and confirmation provided to the Company as of March 31, 2021.
Note - 22
| Note - 22 | |
|---|---|
| Other fnancial liabilities Current Unclaimed dividend Employee related liabilities Payables for capital goods Current Maturity of Long Term Debt (ECB) Contractual payment to regulatory authority Total* |
23.94 1,560.25 146.48 2,013.71 2,289.33 28.20 723.78 447.27 2,799.95 1,940.11 |
| 6,033.71 5,939.31 |
*There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.
**Includes interest accrued but not due amounting to 102.60 Lakhs (March 31, 2020: 199.95 Lakhs) (Refer Note 20).
133
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
Note - 23
| Note - 23 | `in Lakhs |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Contract liabilities Contract liabilities Total |
40.12 110.14 |
| 40.12 110.14 |
Revenue recognised in relation to contract liabilities :
There were no contract liabilities in relation to which performance obligation was satisfied in prior year. Revenue recognised in the current reporting period in relation to contact liabilities existing at the beginning of the year is 110.14 Lakhs (March 31 2020: 97.57 Lakhs).
Note - 24
| Employee beneft obligations Current Provision for gratuity (Refer Note 40) Provision for compensated absences (Refer Note 40) Total* |
158.21 76.90 175.85 58.48 |
|---|---|
| 235.11 234.33 |
- The Compensated absences covers the liability for sick and earned leave. Based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. Accordingly
403.69 Lakhs (March 31, 2020:367.83 Lakhs has been recognised as Non-current (Refer Note 19).
Note - 25
Other liabilities
| Current Advance received for sale of property Statutory dues Total |
140.95 459.36 0.51 556.20 |
|---|---|
| 600.31 556.71 |
Note - 26
Current and deferred tax
` in Lakhs
| Current and deferred tax | `in Lakhs |
|---|---|
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| (a) Income tax expense (i) Current tax Current income tax charge (ii) Deferred tax Deferred tax relating to origination and reversal of temporary diferences MAT credit (entitlement) during the year Adjustments in respect of deferred tax for prior periods Income tax expense* |
9,367.96 78.48 139.42 - 139.42 (367.06) (139.42) (30.49) |
| 9,585.86 (397.55) |
|
| (continued) |
134
| `in Lakhs | |
|---|---|
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| (b) Reconciliation of tax expense and the accounting proft multiplied by domestic tax rate of India for the year ended Accounting loss before income tax Statutory income tax rate Tax at statutory income tax rate Tax efects of : MAT credit reversal Permanent disallowance Diference in income tax rate Others Income tax expense |
37,607.38 25.168% 9,465.03 139.42 37.90 (93.20) 36.71 (1,349.81) 34.944% (471.68) 30.49 31.67 - 11.97 |
| 120.83 74.13 |
|
| 9,585.86 (397.55) |
(c) No aggregate amounts of current and deferred tax have arisen in the reporting periods which have been recognised in equity and not in Statement of Profit and Loss or other comprehensive income.
*The Company has elected to exercise the option permitted under section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized Provision for Current Tax for year ended March 31,2021 and re-measured its Deferred Tax basis the rate prescribed in the said section.
(d) Deferred tax liabilities (net)
| `in Lakhs | |||||
|---|---|---|---|---|---|
| Particulars | As at | Charged/ | As at | Charged/ | As at |
| March 31, 2021 | (credited) | March 31, 2020 | (credited) | March 31, 2019 | |
| to proft and | to proft and | ||||
| loss/OCI | loss/OCI | ||||
| Property, plant and equipment | 2,690.21 | (901.81) | 3,592.02 | 523.49 | 3,068.53 |
| Provision for doubtful debts | (135.39) | 80.62 | (216.01) | (17.58) | (198.43) |
| ECB Fair Valuation Impact | 42.74 | 42.74 | - | - | - |
| Provision for gratuity | (39.33) | (39.33) | - | - | - |
| Provision for leave encashment | (120.96) | 28.01 | (148.97) | 13.05 | (162.02) |
| Amalgamation expense | - | - | - | 2.72 | (2.72) |
| Provision for contingency |
(1,230.13) | 304.14 | (1,534.27) | (700.51) | (833.76) |
| Brought forward losses | - | 545.39 | (545.39) | (166.94) | (378.45) |
| Right-of-use assets | (415.06) | (106.70) | (308.36) | (308.36) | - |
| Leases liabilities | 258.47 | 77.53 | 180.94 | 180.94 | - |
| MAT Credit Entitlement | - | 139.42 | (139.42) | (139.42) | - |
| (Decrease)/Increase in other deferred | (39.43) |
23.63 | (63.06) | 64.28 | (127.34) |
| tax liabilities | |||||
| Deferred tax expense/(income) | - | 193.64 | - | (548.33) | - |
| Net deferred tax (assets)/liabilities | 1,011.12 | - | 817.48 | - | 1,365.81 |
135
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| Reconciliation of deferred tax liabilities (net): | `in Lakhs | |
|---|---|---|
| Particulars | Amount | |
| Opening Balance as of March 31, 2019 | 1,365.81 | |
| Tax (income)/expense during the period recognised in P&L | (536.97) | |
| Tax (income)/expense during the period recognised in OCI | (11.36) | |
| Closing balance as on March 31, 2020 | 817.48 | |
| Tax (income)/expense during the period recognised in P&L | 217.90 | |
| Tax (income)/expense during the period recognised in OCI | (24.26) | |
| Closing balance as on March 31, 2021 | 1,011.12 | |
| Note: | ||
| The Company ofsets tax assets and liabilities if and only if it has a legally enforceable right to set of current tax assets and current tax liabilities | ||
| and the deferred tax assets and deferred tax liabilities relate to income taxes levied | by the same tax authority. | |
| Note - 27 | `in Lakhs | |
| Particulars | For the year ended | For the year ended |
| March 31, 2021 | March 31, 2020 | |
| Revenue from Operations | ||
| Revenue from contracts with customers | ||
| - Sale of goods |
162,880.85 | 157,671.86 |
| Other operating revenue | ||
| Commission income | 267.55 | 228.05 |
| Total | 163,148.40 | 157,899.91 |
| Disaggregation of revenue from contracts with customers | ||
| The Company derives revenue from transfer of goods at a point | ||
| of time as follows: | ||
| Revenue from contracts with customers | ||
| - Sale of goods | ||
| Within India | ||
| Specialties | 114,423.11 | 116,684.70 |
| Polystyrene | 48,422.62 | 40,952.48 |
| Outside India | ||
| Specialties | 35.12 | 34.68 |
| Polystyrene | - | - |
| Total | 162,880.85 | 157,671.86 |
| (Also Refer Note - 42) | ||
| Reconciliation of revenue with contract price is set out below | ||
| Contract price | 162,032.44 | 156,928.56 |
| Adjustments for: | ||
| Volume discount / cash discount / rebates | 848.41 | 743.30 |
| Revenue from operations | 162,880.85 | 157,671.86 |
136
| Note - 28 | `in Lakhs |
|---|---|
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| Other Income Interest income On deposits Others Foreign exchange fuctuation (net) Gain on fair valuation of shares Provision / Credit balances no longer required written back Proft on disposal of property, plant and equipment (net) Allowance for doubtful debts (net) (Refer Note 36) Miscellaneous income (net of expenses amounting to 401.72 Lakhs (March 31,2020:237.97 Lakhs)Total 293.20 143.24 57.40 40.05 30.57 436.85 3.48 300.39 1,305.18 29.89 147.64 - - 32.21 69.62 - 398.97 678.33 includes Proft on sale of assets held for sale: 251.82 Lakhs (March 31,2020 :40.32 Lakhs).Cost of materials consumed Raw materials consumed: Opening stock Add: Purchases Less: Closing stock Packing materials consumed: Opening stock Add: Purchases Less: Closing stock Total 15,449.01 97,798.27 18,838.64 94,408.64 356.62 927.58 374.69 909.51 95,318.15 15,241.24 116,754.33 15,449.01 116,546.56 153.49 1,205.27 356.62 1,002.14 117,548.70 Note - 29 Changes in inventories of fnished goods and work-in-progress Opening Stock: Finished goods Work-in-progress Less: Closing Stock: Finished goods Work-in-progress Total 7,374.26 2,510.03 9,884.29 6,033.16 2,763.41 8,796.57 1,087.72 9,979.01 5,012.03 14,991.04 7,374.26 2,510.03 9,884.29 5,106.75 Note - 30 |
293.20 143.24 57.40 40.05 30.57 436.85 3.48 300.39 29.89 147.64 - - 32.21 69.62 - 398.97 |
| 1,305.18 678.33 |
|
| 94,408.64 356.62 927.58 374.69 116,546.56 153.49 1,205.27 356.62 |
|
| 909.51 1,002.14 |
|
| 95,318.15 117,548.70 |
|
| 7,374.26 2,510.03 9,979.01 5,012.03 |
|
| 9,884.29 6,033.16 2,763.41 14,991.04 7,374.26 2,510.03 |
|
| 8,796.57 9,884.29 |
|
| 1,087.72 5,106.75 |
137
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
Note - 31
| Note - 31 | |
|---|---|
| `in Lakhs | |
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| Employee beneft expense Salaries and wages Contribution to provident and other funds (Refer Note 40) Staf welfare expenses Total Finance costs Interest expenses Interest on lease liabilities Others Exchange diferences regarded as an adjustment to borrowing costs Total Note - 32* |
6,205.33 441.27 433.99 4,959.23 391.30 436.84 |
| 7,080.59 5,787.37 |
|
| 668.06 524.16 271.86 - 906.78 639.22 4.39 39.49 |
|
| 1,464.08 1,589.88 |
- No Interest Capitalised during the current year. (March 31,2020 - Interest Expenses are net of Interest Capitalised of
640.30 Lakhs (net of interest income of53.00 Lakhs).
138
Note - 33 Other Expenses
| Other Expenses | |||
|---|---|---|---|
| `in Lakhs | |||
| Particulars | For the year ended | For the year ended | |
| March 31, 2021 | March 31, 2020 | ||
| Power, Fuel and Water (net) (Refer Note 3 below) | 5,864.74 | 6,397.93 | |
| Environment expenses | 184.42 | 164.58 | |
| Consumption of stores and spares | 598.10 | 796.26 | |
| Processing charges | 303.67 | 1,228.71 | |
| Repair & Maintenance - Plant & Machinery and Building | 647.42 | 1,302.15 | |
| Contractor Labour Charges | 626.12 | 692.32 | |
| Freight and forwarding expenses | 3,623.42 | 3,824.42 | |
| Corporate cost sharing expenses | 2,843.19 | 3,662.61 | |
| Rent | 1,076.81 | 1,296.37 | |
| IT charges | 311.49 | 283.48 | |
| Legal and professional charges | 351.94 | 292.20 | |
| Royalty (Refer Note 41) | 192.15 | 190.29 | |
| Foreign exchange fuctuation (net) | - | 951.61 | |
| Insurance | 452.73 | 456.38 | |
| Repair - Others | 137.41 | 76.88 | |
| Rates and taxes | 610.39 | 428.29 | |
| Payment to the Auditor (Refer Note 2 below) | 42.88 | 42.00 | |
| Allowance for doubtful debts (net) (Refer Note 36) | - | 50.53 | |
| Expenditure on corporate social responsibility activities | 54.86 | 90.73 | |
| (Refer Note 1 below) | |||
| Commission & Sitting fees to Independent Directors (Refer Note 41) | 44.80 |
14.38 | |
| Loss on fair value of investments | - | 13.06 | |
| Travelling and conveyance expenses | 157.22 | 388.14 | |
| Miscellaneous expenses | 168.88 | 300.03 | |
| Total | 18,292.64 | 22,943.35 |
1 As per Section 135 of the Companies Act, 2013, the Company was required to spend 51.50 Lakhs (March 31, 2020: 127.59 Lakhs) towards corporate social responsibility activities. The Company has spent 54.86 Lakhs (March 31, 2020: 90.73 Lakhs) during the current financial year. The Company has spent following amounts which does not include any payment towards construction/ acquision of asset during the year:
| Health care, nutrition, sanitation and safe drinking water Education and vocational skill development Poverty alleviation, livelihood enhancement, environment and infrastructure support |
34.95 5.77 14.14 21.27 25.70 43.76 |
|---|---|
| 54.86 90.73 |
139
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| 2 Payment to statutory auditors as: Audit fees Tax audit fees Others (Limited review, certifcation etc.)* Out of pocket expenses |
28.55 4.00 7.33 3.00 25.00 4.00 10.00 3.00 |
| 42.88 42.00 |
*includes payment made to previous auditors amounting to ` 1.33 Lacs
- 3 The Company has installed Wind Turbine Generators (WTG) at Lamba, Dhank and Pransla in Gujarat. The Local Power Station of the Madhya Gujarat Vij Company Limited (MGVCL) grants credit for the power units generated by the WTG. Accordingly, the amount of Power and Fuel consumption disclosed is net of such credit given by MGVCL aggregating to
198.29 Lakhs (March 31, 2020:396.71 Lakhs). The said windmills were sold by the Company during current year.
| Note - 34 | ||
|---|---|---|
| Earnings per share | ||
| I. Proft / (Loss) attributable to equity holders of the Company | 28,021.52 | (952.26) |
| ii. Weighted average number of outstanding equity shares | 17,585,625.00 | 17,585,625.00 |
| (In numbers) | ||
| Basic earnings per share (In`) | 159.34 | (5.41) |
| Diluted earnings per share (In`) | 159.34 | (5.41) |
Note - 35 Fair value measurements
A. Accounting classification and fair values
This section mentions the classification of financial instruments and explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
140
As at March 31, 2021
` in Lakhs
==> picture [497 x 15] intentionally omitted <==
----- Start of picture text -----
Carrying amount Fair value
----- End of picture text -----
|As at March 31, 2021|**in Lakhs**|in Lakhs|**in Lakhs**|in Lakhs|**in Lakhs**|in Lakhs|**in Lakhs**|in Lakhs|
|---|---|---|---|---|---|---|---|---|
||Carrying amount
Fair value||||||||
||||||||||
|Particulars|FVTPL|FVTOCI|Amortised
Cost|Total|Level 1 -
Quoted price
in active
markets|
Level 2 -
Signifcant
observable
inputs|Level 3 -
Signifcant
unobservable
inputs|
Total|
|Financial assets|||||||||
|Investments|58.14|-|-|58.14|58.14|-|-|
58.14|
|Non current loans|-|-|481.39|481.39|-|-|481.39|481.39|
|Other non current fnancial assets|-|-|28.28|28.28|-|-|28.28|28.28|
|Trade receivables|-|-|30,597.52|30,597.52|-|-|30,597.52|30,597.52|
|Cash and cash equivalents|-|-|13,887.99|13,887.99|-|-|13,887.99|13,887.99|
|Other bank balances|-|-|10,333.94|10,333.94|-|-|10,333.94|10,333.94|
|Current loans|-|-|13.45|13.45|-|-|13.45|13.45|
|Other current fnancial assets|12.14|-|121.54|133.68|-|12.14|121.54|133.68|
||70.28|-|55,464.11|55,534.39|58.14|12.14|55,464.11|55,534.39|
|Financial liabilities|||||||||
|Non Current borrowings|-|-|3,319.08|3,319.08|-|-|3,319.08|3,319.08|
|Non current lease liabilities|-|-|4,017.02|4,017.02|-|-|4,017.02|4,017.02|
|Other non current fnancial liabilities|-|-|160.97|160.97|-|-|160.97|160.97|
|Current lease liabilities|-|-|489.42|489.42|-|-|489.42|489.42|
|Trade payables|-|-|22,472.96|22,472.96|-|-|22,472.96|22,472.96|
|Other fnancial liabilities|-|-|6,033.71|6,033.71|-|-|6,033.71|6,033.71|
||-|-|36,493.16|36,493.16|-|-|36,493.16|36,493.16|
As at March 31, 2020
` in Lakhs
==> picture [497 x 15] intentionally omitted <==
----- Start of picture text -----
Carrying amount Fair value
----- End of picture text -----
|As at March 31, 2020|**in Lakhs**|in Lakhs|**in Lakhs**|in Lakhs|**in Lakhs**|in Lakhs|**in Lakhs**|in Lakhs|
|---|---|---|---|---|---|---|---|---|
||Carrying amount
Fair value||||||||
||||||||||
|Particulars|FVTPL|FVTOCI|Amortised
Cost|Total|Level 1 -
Quoted price
in active
markets|Level 2 -
Signifcant
observable
inputs|Level 3 -
Signifcant
unobservable
inputs|Total|
|Financial assets|||||||||
|Investments|18.08|-|-|18.08|18.08|-|-|18.08|
|Non current loans|-|-|663.19|663.19|-|-|663.19|663.19|
|Other non current fnancial assets|-|-|27.38|27.38|-|-|27.38|27.38|
|Trade receivables|-|-|17,223.96|17,223.96|-|-|17,223.96|17,223.96|
|Cash and cash equivalents|-|-|315.83|315.83|-|-|315.83|315.83|
|Other bank balances|-|-|28.20|28.20|-|-|28.20|28.20|
|Current loans|-|-|30.41|30.41|-|-|30.41|30.41|
|Other current fnancial assets|41.04|-|-|41.04|-|41.04|-|41.04|
||59.12|-|18,288.97|18,348.09|18.08|41.04|18,288.97|18,348.09|
|Financial liabilities|||||||||
|Non Current borrowings|-|-|6,300.00|6,300.00|-|-|6,300.00|6,300.00|
|Non current lease liabilities|-|-|4,593.80|4,593.80|-|-|4,593.80|4,593.80|
|Other non current fnancial liabilities|-|-|151.99|151.99|-|-|151.99|151.99|
|Current borrowings|-|-|8,200.57|8,200.57|-|-|8,200.57|8,200.57|
|Current lease liabilities|-|-|486.36|486.36|-|-|486.36|486.36|
|Trade payables|-|-|13,878.01|13,878.01|-|-|13,878.01|13,878.01|
|Other fnancial liabilities|-|-|5,939.31|5,939.31|-|-|5,939.31|5,939.31|
||-|-|39,550.04|39,550.04|-|-|39,550.04|39,550.04|
Note: There were no transfers between Level 1, Level 2 and Level 3 during the year.
141
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
B. Measurement of fair values
i) Valuation techniques and significant unobservable inputs
The carrying amounts of financial assets and liabilities other than those valued at Level 1 and Level 2 are considered to be the same as their fair values due to the current and short term nature of such balances and no material differences in the values. Non-current security deposits are interest free deposits repayable on demand. Accordingly, the carrying value of the same has been considered as fair value. Difference between fair value of non-current borrowings carried at amortised cost and the carrying value is not considered to be material to the financial statement.
ii) Levels 1, 2 and 3
Level 1 : This includes listed equity instruments that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
iii) Valuation technique used to determine fair value
-
Specific valuation techniques used to value financial instruments include:
-
the use of quoted market prices or dealer quotes for similar instruments.
-
the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date.
All of the resulting fair value estimates are included in level 1 and 2.
Note - 36 Financial risk management
Risk management framework
Financial Risk Evaluation and Management is an ongoing process within the Organisation. The Company has a robust risk management framework to identify, monitor and minimize risks. As a process, the risk associated with each area are identified and prioritized based on severity, likelihood and effectiveness. Process owners are identified for each risk and metrics are developed for monitoring and reviewing the risk mitigation controls. Risk evaluation and assessments are reviewed by the Chief Financial Officer (CFO) and Managing Director on a quarterly basis. This is constantly monitored by the Board.
The Company has exposure to the following risks arising from financial instruments: i) Credit risk ii) Liquidity risk iii) Market risk
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact on
142
i) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument leading to a financial loss. The Company is exposed to credit risk from its operating activities, primarily trade receivables and from its financing activities, including deposits with banks and other financial instruments.
The carrying amount of financial assets represents the maximum credit exposure, being the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables and other financial assets excluding equity investments.
Trade receivables
Trade receivables of the Company are typically unsecured and derived from sales made to a large number of independent customers. Customer credit risk is managed by the Company based on established policies, procedures and control relating to customer credit risk management. Before accepting any new customer, the Company has appropriate level of control procedures to assess the potential customer’s credit quality. The credit-worthiness of its customers are reviewed based on their financial position, past experience and other relevant factors. Outstanding customer receivables are reviewed periodically.
The Company uses Expected Credit Loss (ECL) model to assess the impairment loss. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors, the Company's historical experience for customers and forward looking information.
Trade receivables (net of allowance for doubtful debts)
| Trade receivables (net of allowance for doubtful debts) | |
|---|---|
| `in Lakhs | |
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Trade receivables (net of allowance for doubtful debts) | 30,597.52 17,223.96 |
| Statement of allowance for doubtful debts | Amount `in Lakhs 567.84 50.53 0.21 618.16 (3.48) 76.73 537.95 |
| Particulars | |
| Allowance for doubtful debts as on March 31, 2019 Changes in allowance for doubtful debts Bad Debt written of during the year Allowance for doubtful debts as on March 31, 2020 Changes in allowance for doubtful debts Bad Debt written of during the year Allowance for doubtful debts as on March 31, 2021 |
The Company has mainly cash and cash equivalents, deposits with banks (PSU and high rated private banks) and government authorities, and security deposits for utilities with government bodies and reputed corporate entities, and for leasehold premises. These are periodically confirmed by respective parties.
143
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
Note - 36 Financial risk management
ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s cash flow management system ensures, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments.
| As at March 31, 2021 | 160.97 5,447.52 3,873.69 957.06 22,472.96 6,033.71 38,945.91 - - 274.23 957.06 22,472.96 6,033.71 29,737.96 Total Less than 12 months More than 12 months **in Lakhs**<br>**Contractual cash fows**<br>160.97<br>5,447.52<br>3,599.46<br>-<br>-<br>-<br> **9,207.95**<br>151.99<br>6,409.14<br>7,584.84<br>8,200.57<br>1,119.08<br>13,878.01<br>5,939.31<br>**43,282.94**<br>-<br>-<br>555.04<br>8,200.57<br>1,119.08<br>13,878.01<br>5,939.31<br>**29,692.01**<br>**Total**<br>**Less than 12**<br>**months**<br>**More than 12**<br>**months**<br>in LakhsContractual cash fows 151.99 6,409.14 7,029.80 - - - - 13,590.93 |
|
|---|---|---|
| Particulars | Carrying amount | |
| Financial liabilities Other non current fnancial liabilities Non-current lease liabilities (Including interest) Non-current borrowings (including interest) Current lease liabilities (including interest) Trade payables Other fnancial liabilities Total 160.97 4,017.02 3,319.08 489.42 22,472.96 6,033.71 36,493.16 Refer Note 20 (1) in respect of change in terms of the loan agreement As at March 31, 2020* |
160.97 4,017.02 3,319.08 489.42 22,472.96 6,033.71 |
|
| 36,493.16 |
||
| Particulars | Carrying amount | |
| Financial liabilities Other non current fnancial liabilities Non-current lease liabilities (Including interest) Non-current borrowings (including interest) Current borrowings (including interest) Current lease liabilities (including interest) Trade payables Other fnancial liabilities Total* |
151.99 4,593.80 6,300.00 8,200.57 486.36 13,878.01 5,939.31 |
|
| 39,550.04 |
The gross outflows of the contractual undiscounted cash flows relating to derivative financial liabilities disclosed in the above table are held for risk management purposes and are not usually settled before contractual maturity.
144
Note - 36
Financial instruments – Fair values and risk management
iii) Market risk
Market risk is mainly driven by changes in economic and political environment across globe, fluctuation in foreign exchange rates and interest rates movement, which affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables, payables and current borrowings. The objective of market risk management is to avoid excessive exposure in foreign currency revenues and costs.
1. Currency risk
The functional currency of the Company is Indian Rupee. The Company is exposed to currency risk on account of payables and receivables in foreign currency. Since there is no material export sales, this is not perceived to be a major risk. Raw materials are mostly imported. The company has a policy to mitigate this risk by taking derivative contracts to protect against any adverse exchange rate fluctuation. This policy is reviewed on a periodic basis.
Company does not use derivative financial instruments for trading or speculative purposes.
(a) Foreign currency risk exposure
The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows:
| `in Lakhs | |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| USD EUR USD EUR |
|
| Financial assets Trade receivables Net exposure to foreign currency risk (assets) Financial liabilities Foreign currency loan (Buyers credit) Trade payables Less: Derivative liability: Foreign exchange forward contracts Net exposure to foreign currency risk (liabilities) |
188.65 36.73 25.43 41.70 |
| 188.65 36.73 25.43 41.70 |
|
| - 12,200.18 (5,982.68) 2,728.12 7,323.09 (5,601.95) - 554.32 - - 542.13 - |
|
| 6,217.50 4,449.26 554.32 542.13 |
(b) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.
145
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars | Impact on proft after tax |
| As at March 31, 2021 As at March 31, 2020 |
|
| USD sensitivity INR/USD - Increase by 3% INR/USD - Decrease by 3% EUR sensitivity ** INR/EUR - Increase by 2% INR/EUR - Decrease by 2% |
(135.35) 135.35 (7.92) 7.92 (86.12) 86.12 (6.51) 6.51 |
- Holding all other variables constant
2. Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of variable interest bearing liabilities because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing liabilities will fluctuate because of fluctuations in the interest rates. Current borrowing of previous year comprise of working capital loans for an average tenure of 1 to 60 days, and buyers credit for an average tenure of 60 days.
The Company's fixed rate borrowings were carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
(a) Interest rate risk exposure
The exposure of the Company's borrowing to interest rate changes at the end of the reporting period are as follows:
` in Lakhs
|**in Lakhs**|in Lakhs|
|---|---|
|Particulars
As at March 31, 2021
As at March 31, 2020||
|Variable rate borrowings
Total borrowings
-
-
8,200.57
8,200.57||
|As at the end of reporting period, the Company has the following variable rate borrowings outstanding:**in Lakhs**||
|**Particulars**|**As at March 31, 2021**<br>**As at March 31, 2020**|
||**Weighted**<br>**average**<br>**interest rate**<br>**(%)**<br>**Balance**<br>**(**in lakhs)
% of total
loans
Weighted
average
interest rate
(%)
Balance
(`in lakhs)
% of total
loans|
|Cash Credit and
Working Capital Loan
Buyers Credit
Net exposure to cash fow
interest rate risk|-
-
8.06%
2.10%
-
-
5,467.94
2,732.63
-
-
67%
33%|
||-
8,200.57|
An analysis by maturities is provided in note 20 above.
146
(b) Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
| `in Lakhs | |
|---|---|
| Particulars | Impact on proft after tax |
| As at March 31, 2021 As at March 31, 2020 |
|
| Interest rates - increase by 50 basis points Interest rates - decrease by 50 basis points |
- - 26.67 (26.67) |
- Holding all other variables constant
Note - 37
Capital Management
The primary objective of the Company’s capital management is to maximise shareholder's value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total equity.
For the purposes of the Company’s capital management, the Company considers the following components of its balance sheet to be managed as capital:
Total equity as shown in the Balance Sheet includes Share capital, General reserve, Retained earnings, Securities premium and Capital reserve. Total debt includes current debt plus non-current debt (including current maturities of long term debt and lease liabilities).
The Company’s adjusted net debt to equity ratio at March 31, 2021 and March 31, 2020 are as follows.
| `in Lakhs | |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Borrowings (including interest accrued) Lease liabilities Total Debt Less : Cash and cash equivalents Adjusted net debt Total equity Adjusted net debt to adjusted equity ratio |
5,332.79 4,506.44 9,839.23 13,887.99 17,300.52 5,080.16 22,380.68 315.83 |
| (4,048.76) 88,878.00 (0.05) 22,064.85 60,928.59 0.36 |
The net debt to equity ratio for the current year improved to (-) 0.05 from 0.36.
Note - 38
Contingent liabilities
| g | `in Lakhs |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Claims against the Company not acknowledged as debts 1 Income tax 2 Excise duty and service tax (including DEPB matter) 3 Custom duty 4 Sales tax 5 Others Total* |
3,510.24 10,796.22 116.97 129.51 205.19 1,814.29 10,476.72 116.97 170.32 207.06 |
| 14,758.13 12,785.36 |
147
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
The above matters are under adjudication and the Company expects the judgment will be in its favor and has therefore, not recognised the provision in relation to these claims. Future cash outflow in respect of above will be determined only on receipt of judgement/decision. The potential undiscounted amount of total payments that the Company could be required to make if there was an adverse decision related to above matters as of the date reporting period ends are as illustrated above.
*** DEPB Matter**
In respect of imports of raw materials during the period January 2005 to December 2011 for consumption at one of its plant, the Company paid CVD and SAD through DEPB and availed CENVAT credit of the same.
In respect of said imports, credit is available only if payments are made through DEPB scrips issued under Exim Policy 2004-09 and not for DEPB scrips issued under Exim Policy 2002-07
The department had contended that the Company had made payments through DEPB scrips issued under Exim Policy 2002-07 and not for DEPB scrips issued under Exim Policy 2004-09, and issued SCNs.
The Company on its part has contended that the payment has been made through DEPB scrips issued under Exim Policy 2004-09 in respect of said imports. While the Company is not in a position to present the DEPB scrips, it maintains that the Bill of Entries have been finally assessed by Customs at the Port of Import and they indicated the applicable notification therein.The Principal Commissioner of Central Excise, Customs and Service Tax adjudicated the matter and disallowed the credit, and imposed interest and penalties. In this respect, the Company had filed a petition in High Court for which the Company received an order in November 2017, whereby the cases was remitted back to the Principal Commissioner. The matter was heard afresh by the Principal Commissioner, and passed an order disallowing credit of 1,247.63 lakhs (being amount for which the Company could not present DEPB scrips and was not certain whether the scrips were issued under Exim Policy 2004-09 or not) from total contested amount of 7,990.97 lakhs in May 2018. Penalty amounting to 124.76 lakhs was imposed by the adjudicating authority. Against this the Company has made appeal to CESTAT. The department has filed an appeal against the order of the Principal Commissioner allowing credit of 6,743.35 lakhs (being amount for which Bill of Entries were available / SCN related to period of purchase of raw material after April 1, 2007) to the Company.
Management believes that their contention has strong merits and in its judgement, the outcome of the matter is probable. The Management has accordingly disclosed the amount as a contingent liability.
Impact of Judgement on Provident Fund
With reference to the Supreme Court Judgment in case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952, the aforesaid matter is not likely to have a significant impact as per the assessment by management and accordingly, no provision has been made in these Financial Statements.
Note - 39 Capital commitments
| Note - 39 Caital commitments |
||
|---|---|---|
| p | `in Lakhs | |
| Particulars | As at March 31, 2021 | As at March 31, 2020 |
| Estimated amount of contracts remaining to be executed on |
26.71 | 3,077.20 |
| capital account and not provided for (Net of capital advance) |
148
Note - 40 Employee benefit obligations
I Defined Contribution plan
Contribution to defined contribution plan, recognised as expenses for the year are as under:
| `in Lakhs | ||
|---|---|---|
| Particulars | For the year ended | For the year ended |
| March 31, 2021 | March 31, 2020 | |
| Employer’s contribution to provident fund | 248.05 | 240.66 |
| Employer’s contribution to superannuation fund | 32.52 | 29.03 |
| Employer’s contribution to NPS fund | 29.92 | - |
| Employer’s contribution to employee's state insurance | 5.10 | 5.03 |
Note : The above amount does not include administrative charges.
Provident Fund
Contributions are made to employees provident fund organization in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual or any constructive obligation.
Superannuation Fund
Contributions are made to Life Insurance Corporation of India for eligible employees at the rate of 15% of basic salary as per superannuation scheme of the Company.
NPS Fund
Contributions are made to NPS trust for eligible employees who have opted for the same at the rate of 10% of basic salary as per NPS scheme of the Company.
Employee's State Insurance
Contributions are made to ESI Corporation for all eligible employees at rate of 4.75% of ESI wage as per the definition under the ESI Act.
Defined benefit plan
(i) Funded
Gratuity
The employee’s gratuity fund schemes managed by Trusts are defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service to build up the final obligation. The obligation for leave encashment is recognised in the same manner as for gratuity.
149
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED) for the year ended March 31, 2021
| `in Lakhs | |
|---|---|
| Particulars | Present value of obligation Fair value of plan assets Net amount |
| March 31, 2019 Current service cost Interest expense/(income) Total amount recognised in the statement of proft and loss Remeasurements Return on plan assets, excluding amount included in interest expense/(income) (Gain)/Loss from change in fnancial assumptions (Gain)/Loss from change in demographic assumptions Experience (gains)/losses Total amount recognised in other comprehensive income Employer contributions Beneft payments March 31, 2020 |
1,155.57 98.62 81.27 179.89 - 58.96 (3.70) (26.50) 28.76 - (140.81) (1,018.13) - (74.73) (74.73) 3.74 - - - 3.74 (81.22) 122.78 137.44 98.62 6.54 105.16 3.74 58.96 (3.70) (26.50) 32.50 (81.22) (18.03) |
| 1,223.41 (1,047.56) 175.85 |
|
| Current service cost Interest expense/(income) Total amount recognised in the statement of proft and loss Remeasurements Return on plan assets, excluding amount included in interest expense/(income) (Gain)/Loss from change in fnancial assumptions (Gain)/Loss from change in demographic assumptions Experience (gains)/losses Total amount recognised in other comprehensive income Employer contributions Beneft payments March 31, 2021 |
107.80 77.14 184.94 - 18.76 - 81.50 100.26 - (60.03) - (68.94) (68.94) (3.89) - - - (3.89) (230.01) 60.03 107.80 8.20 116.00 (3.89) 18.76 - 81.50 96.37 (230.01) - |
| 1,448.58 (1,290.37) 158.21 |
150
The net liability disclosed above relates to funded plans are as follows:
| y p | `in Lakhs |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| Present value of funded obligations Fair value of plan assets Defcit of Gratuity plan |
1,448.58 (1,290.37) 1,223.41 (1,047.56) |
| 158.21 175.85 |
Significant estimates: Actuarial assumptions and sensitivity
The significant actuarial assumptions were as follows:
| The signifcant actuarial assumptions were as follows: | ||
|---|---|---|
| `in Lakhs | ||
| Particulars | As at March 31, 2021 | As at March 31, 2020 |
| a. Discount rate (per annum) | 6.40% | 6.60% |
| b. Estimated rate of return on Plan Assets (per annum) | 6.40% | 6.60% |
| c. Rate of escalation in salary (per annum) | 8.00% | 8.00% |
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks and historical results of return on plan assets.
Sensitivity analysis
Reasonable possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
| assumptions constant, would have afected the defned beneft obligation by | the amounts shown below. |
|---|---|
| `in Lakhs | |
| Particulars | As at March 31, 2021 |
| Increase Decrease |
|
| Discount rate (0.5% movement) Salary growth rate (0.5% movement) |
(46.12) 47.66 48.90 (45.39) |
| Particulars | As at March 31, 2020 |
| Increase Decrease |
|
| Discount rate (0.5% movement) Salary growth rate (0.5% movement) |
(39.87) 41.31 42.25 (39.37) |
Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
i) Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The plan assets are managed by LIC and are subject to market risk. Any shortfall is contributed to the fund by the Company. The Company intends to maintain the above investment in the continuing years.
151
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
ii) Changes in bond yields
A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.
Expected contributions to post-employment benefit plans for the year ending March 31, 2021 are 158.21 Lakhs. (March 31, 2020: 175.85 Lakhs)
The weighted average duration of the defined benefit obligation is 6.48 years (2019-20: 6.61 years). The expected maturity analysis of gratuity is as follows:
| maturity analysis of gratuity is as follows: | ||||
|---|---|---|---|---|
| `in Lakhs | ||||
| Particulars | Less than a year | Between 1 - 5 year | Over 5 year | Total |
| Defned beneft obligation (gratuity) | ||||
| As at March 31, 2021 |
175.57 |
689.15 |
583.86 |
1,448.58 |
| As at March 31, 2020 | 109.28 | 489.28 | 624.85 | 1,223.41 |
(ii) Unfunded
Compensated absences
The Actuarial liability for compensated absences as at year ending March 31, 2021 is 480.59 Lakhs (March 31, 2020: 426.31 Lakhs). Current year charge is included in Employee benefit expense (Refer Note 31).
152
Note - 41 Related party transactions
The names of related parties with relationship and transactions with them: A Relationship:
I Where control exists:
Ultimate Holding Company
**INEOS Limited ***
Isle of Man
Holding Company
holds 75.00% of the equity share capital (also refer Note 15(a))
II Where transactions have taken place Fellow subsidiaries
INEOS Styrolution APAC Pte Ltd. Singapore
INEOS Styrolution Korea Ltd Korea INEOS Styrolution (Thailand) Co., Ltd. Thailand INEOS Styrolution Group GmbH Germany INEOS Styrolution Europe GmbH Germany INEOS Europe AG Switzerland
INEOS Technologies Limited United Kingdom INEOS Styrolution America LLC United States of America INOVYN Europe Limited United Kingdom INEOS Acetyls UK Ltd. United Kingdom INEOS US Chemicals Company United States of America INEOS Europe AG (Nitriles) Switzerland
III Key management personnel:
| III Key management personnel: | |
|---|---|
| Particulars | Designation |
| Mr. Robbie Alphons Maria Buntinx * | Chairman(w.e.f. August 28, 2020) |
| Mr. Stephen Mark Harrington * | Chairman(up to August 28, 2020) |
| Mr. Sanjiv Vasudeva | Managing Director |
| Mr. Nitan Duggal | Whole Time Director(up to December 31, 2020) |
| Mr. Sanjeev Madan | Chief Financial Ofcer |
| Additional & Whole Time Director(w.e.f. January 1, 2021) | |
| Mr. Jal R. Patel | Independent Director(up to December 31, 2020) |
| Mr. Vinesh Sadekar | Independent Director(w.e.f. January 1, 2021) |
| Mr. Anil Shankar | Independent Director |
| Ms. Ryna Karani | Independent Director |
- No transactions during the current year.
153
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
| IV Key management personnel compensation: |
`in Lakhs |
|---|---|
| Particulars | For the year ended March 31, 2021 For the year ended March 31, 2020 |
| Short-term employee benefts Long-term employee benefts Post-employment benefts Commission & Sitting fees to independent directors Total compensation* |
399.21 75.67 16.20 44.80 462.90 39.17 17.48 14.38 |
| 535.88 533.93 |
- Compensation exclude provision for gratuity and compensated absences since these are based on actuarial valuation on an overall company basis.
V Other related parties
Post employment benefit plan of INEOS Styrolution India Limited
INEOS Styrolution India Limited Employees Gratuity Fund INEOS Styrolution India Limited Super Annuation Scheme INEOS Styrolution India Limited Employers' Group Gratuity Assurance Scheme (up to August 10,2020)
Note - 41 Related party transactions
| - - - - - 973.64 - - 973.64 - - - - - 1,983.49 - - 1,983.49 2,907.21 1,975.49 1,492.22 3,558.13 9,933.05 - 2,174.69 2.25 2,176.94 1,433.20 1,159.63 1,065.58 - 3,658.41 - 2,039.16 0.41 2,039.57 1,433.20 1,159.63 1,065.58 - 3,658.41 1,983.49 2,039.16 0.41 4,023.06 For the year ended March 31, 2021 For the year ended March 31, 2020 `in Lakhs Holding Company Other Related parties Total Holding Company Other Related parties Total 2,907.21 1,975.49 1,492.22 3,558.13 9,933.05 973.64 2,174.69 2.25 3,150.58 |
|
|---|---|
| Particulars | |
| 1 Purchase of raw materials INEOS Styrolution Korea Ltd INEOS Styrolution (Thailand) Co., Ltd. INEOS Styrolution Mexicana S.A. de INEOS Styrolution Europe GmbH 2 Receiving of services (including reimbursement) INEOS Styrolution APAC Pte. Ltd. INEOS Styrolution Group GmbH [Includes INR Nil Lakhs capitalized during the year (March 31, 2020: `76.24 Lakhs)] INEOS Styrolution (Thailand) Co., Ltd. |
(continued)
154
|Particulars
For the year ended March 31, 2021
For the year ended March 31, 2020**in Lakhs**<br>**Holding**<br>**Company**<br>**Other**<br>**Related**<br>**parties**<br>**Total**<br>**Holding**<br>**Company**<br>**Other**<br>**Related**<br>**parties**<br>**Total**|**Particulars**<br>**For the year ended March 31, 2021**<br>**For the year ended March 31, 2020**<br>in Lakhs
Holding
Company
Other
Related
parties
Total
Holding
Company
Other
Related
parties
Total|
|---|---|
|||
|3 Royalty
INEOS Styrolution Group GmbH
4 Rendering of services
INEOS Styrolution Korea Ltd
INEOS Styrolution Group GmbH
INEOS Styrolution (Thailand) Co., Ltd.
INEOS Styrolution APAC Pte. Ltd.
INEOS Europe AG
INEOS Acetyls UK Ltd.
INEOS US Chemicals Company
INOVYN Europe Limited
INEOS Technologies Limited
5 Receipt against Reimbursements
of Expenses
INEOS Styrolution Group GmbH
INEOS Styrolution (Thailand) Co., Ltd.
INEOS Styrolution APAC Pte. Ltd.
INEOS Technologies Limited
INEOS Europe AG
INOVYN Europe Limited
INEOS Styrolution America LLC
6 Sale of Goods
INEOS Styrolution (Thailand) Co., Ltd.
INEOS Styrolution Korea Ltd
INEOS Styrolution Europe GmbH
7 Interest on ECB
INEOS Styrolution Group GmbH
8 ECB Loan Repayment
INEOS Styrolution Group GmbH
9 Dividend payment
INEOS Styrolution APAC Pte. Ltd.|-
192.15
192.15
-
190.29
190.29|
||-
192.15
192.15
-
190.29
190.29|
||-
-
-
74.09
-
-
-
-
-
269.97
243.15
10.50
-
193.11
73.08
25.23
-
-
269.97
243.15
10.50
74.09
193.11
73.08
25.23
-
-
-
-
-
27.06
-
-
-
-
-
239.40
225.05
8.08
-
175.79
-
-
17.25
1.98
239.40
225.05
8.08
27.06
175.79
-
-
17.25
1.98|
||74.09
815.04
889.13
27.06
667.55
694.61|
||-
-
13.90
-
-
-
-
0.65
-
-
-
5.43
-
-
0.65
-
13.90
-
5.43
-
-
-
-
10.59
-
-
-
-
15.75
0.05
-
0.76
20.67
5.63
11.38
15.75
0.05
10.59
0.76
20.67
5.63
11.38|
||13.90
6.08
19.98
10.59
54.24
64.83|
||-
-
-
-
-
-
-
-
-
-
-
-
3.90
0.10
1.63
3.90
0.10
1.63|
||-
-
-
-
5.63
5.63|
||-
647.80
647.80
-
879.82
879.82|
||-
647.80
647.80
-
879.82
879.82|
||-
3,500.00
3,500.00
-
1,100.00
1,100.00|
||-
3,500.00
3,500.00
-
1,100.00
1,100.00|
||-
-
-
263.78
-
263.78|
||-
-
-
263.78
-
263.78|
(continued)
155
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
|**in Lakhs**|in Lakhs|
|---|---|
|Particulars
As at March 31, 2021
As at March 31, 2020||
|Holding
Company
Other
Related
parties
Total
Holding
Company
Other
Related
parties
Total||
|10 Outstanding Balances
Balances of Trade payables
INEOS Styrolution Europe GmbH
INEOS Styrolution APAC Pte. Ltd.
INEOS Styrolution Korea Ltd
INEOS Styrolution (Thailand) Co., Ltd.
INEOS Styrolution Group GmbH
INEOS Europe AG (Nitriles)
Balances of Corporate guarantee
INEOS Styrolution Group GmbH
Balances of Borrowings
INEOS Styrolution Group GmbH
(Refer Note 4 below)
Balance of Other Assets
INEOS Styrolution APAC Pte. Ltd.
INEOS Styrolution India Limited
Employees Gratuity Fund
Balance of Trade receivables
INEOS Styrolution Group GmbH
INEOS Styrolution APAC Pte. Ltd.
INEOS Styrolution Korea Ltd
INEOS Europe AG
INEOS Acetyls UK Ltd.
INEOS US Chemicals Company
INEOS Styrolution (Thailand) Co., Ltd.|-
-
-
-
-
-
193.26
-
529.07
511.92
390.16
1,253.37
193.26
-
529.07
511.92
390.16
1,253.37
-
-
-
-
-
306.74
179.94
-
186.19
614.79
362.17
-
179.94
306.74
186.19
614.79
362.17
-|
||-
2,877.78
2,877.78
306.74
1,343.09
1,649.83|
||-
25,500.00
25,500.00
-
32,500.00
32,500.00|
||-
25,500.00
25,500.00
-
32,500.00
32,500.00|
||-
5,502.60
5,502.60
-
9,099.95
9,099.95|
||-
5,502.60
5,502.60
-
9,099.95
9,099.95|
||-
237.20
-
10.54
237.20
10.54
-
-
-
-
-
-|
||237.20
10.54
247.74
-
-
-|
||-
-
-
-
-
-
18.29
44.58
-
36.95
14.83
73.92
25.52
-
44.58
18.29
36.95
14.83
73.92
25.52
-
-
-
-
-
-
-
2.93
55.48
-
4.60
13.71
-
-
1.71
55.48
2.93
4.60
13.71
-
-
1.71|
||18.29
195.80
214.09
2.93
75.50
78.43|
Terms and conditions
1 All transactions entered into with related parties as defined under the Companies Act, 2013 and regulation 23 of the Listing Obligation and Disclosure Requirement Regulations 2015, during the financial year were in the ordinary course of business and on an arm’s length basis. Suitable disclosures, as required by the Ind AS - 24, have been made in the notes to the financial statements.
2 Transactions relating to dividends were on the same terms and conditions that applied to other shareholders.
3 All outstanding balances are unsecured and are repayable in cash.
4 Includes interest accrued of
102.6 Lakhs (March 31, 2020:199.95 Lakhs) (Refer Note 22).
5 There are no allowances on account for impaired receivables in relation to any outstanding balances, and no expense have been recognised in respect of impaired receivables due from related parties.
156
Note - 42 Segment information
(a) Description of segments and principle activities
Segment Reporting in financial results: Based on the "management approach" as defined in Ind AS 108 - 'Operating Segments', the Chief Operating Decision Maker (CODM), as represented by Chairman, Managing Director and CFO, evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. The accounting principles used in the preparation of these financial results are consistently applied to record revenue and expenditure in individual segment.
(b) Details for reportable segments as required by Ind AS 108 is as follows:
| `in Lakhs | |
|---|---|
| Particulars | As at March 31, 2021 As at March 31, 2020 |
| 1. Segment revenue (Revenue from operations) Revenue from contracts with customers (a) Specialties (b) Polystyrene Total Less : Inter segment revenue Revenue from operations 2. Segment results (Segment proft before interest and tax) (a) Specialties (b) Polystyrene Total Add/(Less): (i) Finance cost (ii) Interest income (iii) Other unallocable expenditure (net of income) Proft before tax 3. Segment assets a. Specialties b. Polystyrene c. Unallocated Total segment assets 4. Segment liabilities a. Specialties b. Polystyrene c. Unallocated Total segment liabilities |
114,725.78 48,422.62 163,148.40 - 116,947.43 40,952.48 157,899.91 - |
| 163,148.40 157,899.91 |
|
| 29,152.67 9,413.80 38,566.47 (1,464.08) 436.44 68.55 2,904.65 (1,830.49) 1,074.16 (1,589.88) 177.53 (1,011.62) |
|
| 37,607.38 (1,349.81) |
|
| 84,277.04 22,516.85 24,544.10 81,294.40 21,816.32 2,410.88 |
|
| 131,337.99 105,521.60 |
|
| 28,237.26 12,314.57 1,908.16 26,985.48 11,052.02 6,555.51 |
|
| 42,459.99 44,593.01 |
- Segment results of March 31,2020 are net of exceptional items of
1,525.11 Lakhs for Specialties and2,270.34 Lakhs for Polystyrene.
157
Driving Success. Together.
INEOS Styrolution India Limited
NOTES FORMING PART OF FINANCIAL STATEMENTS (CONTINUED)
for the year ended March 31, 2021
(c) Information about products and services
The Company manufactures and sells ABS, SAN and Polystyrene i.e. "Engineering Thermoplastics". These products have the same risks and returns, which are predominantly governed by market conditions, namely demand and supply position.
Based on the CODM, segments are bifurcated into Specialties and Polystyrene. Specialties include ABS and SAN.
(d) Information about geographical areas
The Company does not have geographical distribution of revenue hence secondary segmental reporting based on geographical locations of its customers is not applicable to the Company.
(e) Information about major customers
None of the entity's external customers account for 10 per cent or more of the Company’s revenue.
Note - 43 Movement in Provisions
Provision for contingencies represents estimates made mainly for probable claims arising out of litigations / disputes in respect of certain matters like VAT, Contractual disputes, etc. This includes positions taken on matters under dispute involving judgements and assumptions to determine the possible outcome. The probability and the timing of the outflow with regard to these matters depend on the ultimate settlement /conclusion with the relevant authorities.
Movements in provision for contingencies during the financial year, is set out below:
| `in Lakhs | ||
|---|---|---|
| Particulars | As at March 31, 2021 | As at March 31, 2020 |
| Balance as at the beginning of the year | 2,956.48 | 823.86 |
| Less: Utilised / Written back during the year | (23.77) | - |
| Add: Provision made during the year | 110.75 | 2132.62 |
| Balance as at the end of theyear | 3,043.46 | 2,956.48 |
Note - 44 Exceptional Items
In respect of one of the leasehold lands, the Company has received provisional order from relevant authority, demanding to pay 1,940.11 Lakhs towards fees and non-utilization of land charges. Accordingly, the Company has created a liability for the said amount during the year ended March 31, 2020. In view of the said provisional order, the Company has reviewed its other similar leases for potential liability and accordingly, based on the assessment and best estimates of the management, a provision of 1,855.34 Lakhs has been made during the year ended March 31, 2020 in respect of transfer fees for those leases. The Management is in the process of evaluating various remedial measures that can be taken.
158
Note - 45 Events occurring after the reporting period
The proposed dividend on Equity shares at ` 10 per share is recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.
The second wave of Covid-19 has badly hit the country post March 2021. With lockdowns/ restrictions on movement imposed by some State Governments in the country due to second wave of Covid-19, business of the Company may get affected to some extent. Impact of same is unknown. Impact assessment of Covid-19 however, is a continuous process given the uncertainty associated with its nature and duration. Company continues to monitor changes in economic condition and is prepared to take measures to safeguard its business operations.
As per our attached report of even date.
For Deloitte Haskins & Sells
For and on behalf of the Board of Directors of INEOS Styrolution India Limited
Kartikeya Raval Robbie Alphons Maria Buntinx Sanjiv Vasudeva Partner Chairman Managing Director & CEO DIN 08830690 DIN 06570945 Sanjeev Madan Abhijaat Sinha Whole time Director & CFO Company Secretary DIN 07533471 Place : Ahemdabad Place : Vadodara Date : May 19, 2021 Date : May 19, 2021
159
Driving Success. Together.
INEOS Styrolution India Limited
NOTES
Driving Success. Together.
INEOS Styrolution India Limited
Registered Office
5th Floor, Ohm House-II, Ohm Business Park, Subhanpura, Vadodara – 390 023, Gujarat, India Tel: 91 265 2303230 Fax: 91 265 2303203
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