Indo Rama Synthetics India : Results of Postal Ballot along with Scrutinizer’s Report28-Mar-2022

IRSL:STEXCH :2021-22:
28th March 2022
Corporate Listing Department	Corporate Relations Department
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, 5th Floor,	Floor 25, P. J. Towers,
Sandra - Kurla Complex,	Dalal Street,
Sandra (E), Mumbai - 400 051.	Mumbai - 400 001.
Thru.: NEAPS	Thru.: BSE Listing Centre
Stock Code NSE: INDORAMA	Stock Code BSE: 500207

ISIN: INE156A01020 lndo Rama Synthetics (India) Limited -CIN L17124MH1986PLC166615

Sub.: Declaration of Results of Postal Ballot

Dear Sirs,

In continuation to our earlier letter dated 25th February 2022 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find herewith the following:

Scrutinizer's Report on the result of Postal Ballot for seeking members' approval through Special/Ordinary Resolutions relating to:

• • Appointment of Mr. Dharmpal Agarwal, (DIN: 00084105), as an Independent Director of the Company;

• • Re-Appointment of Mr. Vishal Lohia, (DIN: 00206458), as Whole-time Director of the Company, for further period of three (3) years commencing from 1st April 2022 to 31 51 March 2025; and

• • Approval of material Related Party Transactions by way of ratification entered with lndorama Petrochem Limited, Thailand.

You are requested to kindly take the same on record.

Thanking you.

Yours faithfully, for lndo Rama Synthetics (India) Limited

~Uv~

Pawan Kumar Thakur

Company Secretary and Compliance Officer

Encl.: As above.

INDO RAMA SYNTHETICS (INDIA) LTD.

Corporate Office: 20th Floor, DLF Square, DLF Phase.-2, NH-8, Gurugram - 122002, Harya~a, India. Tel: [phone], Fax: [phone]

Registered Office & Manufacturing Complex : A-31, MIDC Industrial Area, Butibori, Nagpur - 441122, Maharashtra, India. Tel : [phone] / 01, Fax : [phone]

E-mail :[e-mail] ; Website : www.indoramaindia.com

CIN: Ll 7124MH1986PLC166615

Peer Review No. 1539/2021

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SCRUTINIZER'S REPORT

[Pursuant to Section 110 and 108 of the Companies Act, 2013 read with Rule 20 and 22 of Companies (Management and Administration) Rules, 2014, as amended]

Date: March 28, 2022

To,

The Chairman .

Indo Rama Synthetics (India) Limited A-31, MIDC Industrial Area,

Butibori, Nagpur - 441122, Maharashtra.

Scrutinizer's Report on Postal Ballot Voting held by Way of Remote Voting by Electronic means in Respect of Passing of the Reso!utions set-out in the Notice dated 10th February 2022

Dear Sir,

I, Jaya Yadav, Company Secretary in Pra~tice (Membership No.- ·1csI F-10822 and Certificate of Practise No. 12070) have been appointed as the Scrutinizer by the Board of Directors of Indo Rama Synthetics (India) Limited ("the Company'') vide resolution passed by the Board of Directors of the Company on February 10, 2022 for the purpose of scrutinizing the Postal Ballot voting conducted by way of remote e-voting process only ("e-voting") in a fair and transparent manner and ascertain the requisite majority on the resolutions contained in. the postal ballot notice dated February 10, 2022 ("Notice") issued in accordance with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/ 2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 as amended from time to time, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as "MCA Circulars"), SEBI (Listing Obligations and Disclosure Requirements), 2015, Secretarial Standard:on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations.

,'-bl..i¢;i ~ &, .1. The said appointment as Scrutinizer i~ under tl:!.c provisions of Section 110 of

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'u:• he Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the ompanies (Management and Administration) Rules, 2014, as amended ("the

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~,,,~~ Rules"). As the Scrutinizer, I have to scru::nize the process of e-voting

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Peer Review. No. 1539/2021

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conducted for the postal ballot, using an electrqnic yoting system on the dates referred to in the Notice.

• 2. Management Responsibility

  The Management of the Company is responsible to ensure the compliance with the requirement of (i) the Act and the Rules made thereunder; (ii) MCA Circulars; and (iii) SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 ("LODR") relating toe-voting on the resolutions contained in the Notice. The management of the Company is responsible for ensuring a secured framework and robustness ofelectronic voting system.

• 3. Scrutinizer's Responsibility

  My responsibility as a scrutinizer fore-voting process is restricted to making a Scrutinizer's report ofthe votes cast "In Favour" or "Against" by the members in respect of the resolutions contained in the not.ice. My report is based on verification of data and the report generated from the e-voting system provided by National Security Depositories Limited ("NSDL"), the Registrar and Transfer Agent of the Company and the Agency authorized under the Rules and engaged by the Company to provide e-voting facility and attendant papers/ documents furnished to me electronically till the time fixed for closing of the e-voting process i.e. till 5:00 PM IST on March 26, 2022.

• 4. Cut-off date

  The Members of the Company as on the "cut-off' date as set out in the Notice i.e. Friday, February 18, 2022 were entitled to vote on the resolution set out in the Notice and their voting rights were in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date, subject to the provisions of Articles of Association of the Company.

• 5. Remote e-voting process

1.

The remote e-voting period remained open from on Friday, February 25, 2022 (9:00 AM IST) to Saturday, March 26, 2022 (5:00 PM IST).

Peer Review No. 1539/2021

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.nMobile D(Z:;_so 49356

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Ms. D1vya Shukla

Mr. Pushkar Garg

iii.

Thereafter, the details containing, inter alia, the list of Members who voted "in favour" or "against" on the resolution were generated from the remote e-voting website of NSDL, i.e.,https://eservices.nsdl.com. Based on the report generated by NSDL and relied upon by me, data regarding the remote e-voting was scn1tinized on test check basis.

6. I submit herewith the Scrutinizer's Report on the results ofthe remote e-voting for postal ballot, based on the report generated by NSDL, scrutinized on test-

check basis, and relied upon by me as under:

Resolution No.1 SPECIAL RESOLUTION:

APPOINTMENT OF MR. DHARMPAL AGARWAL, INDEPENDENT DIRECTOR OF THE COMPANY

(DIN:00084105),

ASAN

i.

Votes in favour of the resolution

Mode	Number Members Voted of	No. of Votes cast in favour of the resolution	% of total number of valid votes cast
Postal Ballot (Remote e-voting)	184	212807708	99.9942
Total	99.9942

• ii. Votes against the resolution

• iii. Invalid Votes

  Mode

Ballot

Number Members Votedof	No. of Votes Cast
0	0
0	0

Peer Review No. 1539/2021

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• a. Aforesaid resolution contained in the Notice is passed with requisite majority by the Members of the Company.

• b. The figures in percentage have been rounded off to 4 decimal points.

Resolution No.2

SPECIAL RESOLUTION:RE-APPOINTMENT OF MR. VISHAL LOHIA AS WHOLE-TIME DIRECTOR OF THE COMPANY FOR FURTHER PERIOD OF THREE (3) YEARS COMMENCING FROM APRIL 1, 2022 TO MARCH 31, 2025

• i. Votes in favour of the resolution

  Mode

  Number of	No. of Votes cast	% of total
  Members Voted	in favour of the	number of valid
  votes cast
  ,resolution

  Postal Ballot (Remote e-voting)	174	70962949	99.9825
  Total	174	70962949	99.9825

• ii. Votes against the resolution

  Mode	Number Members Votedof	No. of Votes cast against resolution the	% of total number of valid votes cast
  Postal Ballot (Remote e-voting)	12	12401	0.0175
  Total	12	12401	0.0175

• iii. Invalid Votes

• a. Aforesaid resolution contained in the Notice is passed with requisite majority by the Members of the Company as specified under the Companies Act, 2013.

• b. The figures in percentage have been rounded off to 4 decimal points.

Resolution No.3

ORDINARY RESOLUTION: