Indo Rama Synthetics India : Postal Ballot Notice24-Feb-2022

INDO RAMA SYNTHETICS (INDIA) LIMITED

Corp. Office: 20th Floor, DLF Square, DLF Phase-2,NH-8,Gurugram-122 002, Haryana

Regd. Office: A-31, MIDC Industrial Area, Butibori, Nagpur - 441122, Maharashtra.

Tel.: [phone] Fax: [phone], CIN: L17124MH1986PLC166615

Email:[e-mail]:www.indoramaindia.com

POSTAL BALLOT NOTICE

[Notice pursuant to Sections 110 and 108 of the Companies Act, 2013 read with Rules 20 & 22 of the

Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that pursuant to Sections 110 and 108 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force), Secretarial Standard on General Meeting ("SS-2") issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), as amended, guidelines prescribed by the Ministry of Corporate Affairs (the "MCA") vide general Circulars No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 issued by MCA (hereinafter collectively referred to as "MCA Circulars") and any other applicable laws and regulations, the following items of special business are proposed to be passed by the Members of Indo Rama Synthetics (India) Limited (the "Company") through Postal Ballot via remote electronic voting ("e-voting"). Communication of assent or dissent of the Members would take place only through the remote e-voting system.

In accordance with the provisions of the MCA Circulars, members can vote only through the remote e- voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically. Members are requested to cast their vote through the e-voting process not later than 5:00 PM IST on Saturday, March 26, 2022, to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the member.

SPECIAL BUSINESS

ITEM NO. 01:

APPOINTMENT OF MR. DHARMPAL AGARWAL, (DIN:00084105), AS AN INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and, if thought fit to pass the following resolution as a Special Resolution.

"RESOLVED THAT in accordance with, the provisions of sections 149, 150 and 152 and other applicable provisions, if any of the Companies Act, 2013 ('the Act') and Rules made thereunder, read with schedule IV of the Act and Regulation 16 (1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force ), Mr. Dharmpal Agarwal, (DIN: 00084105), who was appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from November 25, 2021, pursuant to section 161 of the Act and Article

Page 1 of 22

158 of the Articles of Association of the Company and who has submitted a declaration that he meets the criteria of independence as provided under the Act and the Listing regulations, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five (5) consecutive years with effect from November 25, 2021 to November 24, 2026."

ITEM NO. 02:

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:

To consider and, if thought fit to pass the following resolution as a Special Resolution.

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and Rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Act and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such other approvals, permissions and sanctions as may be required, consent of the Members of the Company, be and is hereby accorded to the re-appointment of Mr. Vishal Lohia, (DIN 00206458), as Whole-time Director of the Company, for a further period of 3 (three) years, with effect from April 1, 2022 to March 31, 2025, upon terms and conditions including the terms of remuneration as approved by the Nomination and Remuneration Committee and by the Board of Directors at their respective Meetings held on February 10, 2022, set out in the Explanatory Statement under Section 102 of the Act, annexed to the Notice convening this meeting and also contained in the Agreement entered into between the Company and Mr. Vishal Lohia, with liberty to the Board of Directors (the "Board" which terms shall be deemed to include the Nomination and Remuneration Committee constituted by the Board) to alter and vary such terms and conditions of the said re-appointment and/or remuneration and/or agreement, in such manner as may be agreed between the Board and Mr. Vishal Lohia, provided that such alteration/variation/modification/ amendment is in conformity with the applicable provisions of the Companies Act, 2013, as amended from time to time;

RESOLVED FURTHER THAT the consent of the Members of the Company be and is hereby also accorded that where in any financial year, during the tenure of 3 (three) years of Mr. Vishal Lohia as Whole-time Director the Company has no profits or its profits are inadequate, the Company may pay to Mr. Vishal Lohia, the same remuneration as minimum remuneration, in accordance with provisions of Section 197, 198 and other applicable provisions of the Act and rules made thereunder (including any statutory modification(s) or re-enactment thereof read with Schedule V to the Act and Listing Regulations;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (including any Committee thereof) of the Company be and is hereby authorised to do all such acts, deeds and matters and things and give such directions as it may in its absolute directions deem necessary, proper or desirables and to settle any questions, difficulty, or doubts that may arise in this regards and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any committee of Directors or any Director(s) or any other key Managerial Personnel or any other officer(s) of the Company."

Page 2 of 22

ITEM NO. 03:

APPROVAL OF MATERIAL RELATED PARTY TRANSACTION(S) BY WAY OF RATIFICATION ENTERED WITH INDORAMA PETROCHEM LIMITED, THAILAND:

To consider and, if thought fit to pass the following resolution as an Ordinary Resolution.

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (the "Act") read with Rules made thereunder, including the Companies (Meetings of Board and its Powers) Rules, 2014 and any statutory modification(s) or re-enactments thereof for the time being in force and pursuant to provisions of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and such other approvals, permissions and sanctions as may be required, consent of the Members be and is hereby accorded to the Board of Directors of the Company (the "Board") by way of ratification for the following material related party transaction(s), whether by way of renewal(s) or extension(s) or modification(s) of earlier contract/arrangement/transactions including transactions to be executed till March 31, 2022 with Indorama Petrochem Limited, Thailand, a related party of the Company within the meaning of Section 2(76) of the Act and Regulations 2(1)(zb) of the Listing Regulations, which exceeded 10% of the audited annual consolidated turnover of the Company, i.e., financial year ended March 31, 2021:

Type,	Name of Related	Tenure of	Value of	The percentage	Justification	A copy of the
material	Party and its	the	proposed	of the listed	as to why the	valuation or
terms and	relationship with	proposed	transaction	entity's annual	RPT is in the	other external
particulars	the listed entity or	transaction		consolidated	interest of	party report, if
of proposed	its subsidiary			turnover for the	the listed	any such
transaction				immediately	entity	report has
				preceding		been relied
				financial year		upon
Purchase of	Indorama Petrochem	Financial	INR 500	INR 204.29	To support	Not applicable.
Purified	Limited, Thailand, a	Year 2021-22	Crores	Crores	availability of	Since
Terephthalic	Group Company of			(10% of	prime raw	transaction has
Acid ("PTA")	Indorama Ventures			INR 2042.89	material for	been carried
	Public Company			Crores)	desired	out at Arm's
	Limited, a Promoter				production	length basis
	Group Company				levels	and is also in
					supplementing	the ordinary
					non-	course of
					availability of	business of the
					domestic PTA	Company
					adequately.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters, as may be necessary, including finalizing the terms and conditions, methods and modes in respect thereof and finalizing and executing necessary documents including contracts, agreements and such other documents and deal with any other matters, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect to this resolution and to settle any question that may arise in this regards and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Member shall be deemed to have given their approval thereto expressly by the authority of this resolution;

Page 3 of 22

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred herein, to any Director(s), Chief Commercial and Financial Officer, Company Secretary of the Company, to do all such acts and take such steps, as may be considered necessary or expedient to give effect to aforesaid resolution(s);

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions be and are hereby ratified, approved and confirmed in all respects."

Registered Office:	By Order of the Board
A-31, MIDC Industrial Area	For Indo Rama Synthetics (India) Limited
Butibori, Nagpur - 441122, Maharashtra
CIN: L17124MH1986PLC166615
E-mail:[e-mail]
Website:www.indoramaindia.com	Pawan Kumar Thakur
Tel.: [phone] / 01	Company Secretary and Compliance Officer
Fax: [phone]	(FCS No. 6474)
Place: Gurugram
Date: February 10, 2022
Notes and Instructions:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for proposed resolutions are annexed hereto.
2. In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the Special/Ordinary Resolutions contained in the Postal Ballot Notice is sought through Postal Ballot (e-voting).
3. The Board of Directors of the Company has appointed CS Jaya Yadav, Jaya Yadav & Associates, (FCS 10822, CP 12070), Practicing Company Secretary, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.
4. The Scrutinizer will after conclusion of e-voting, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and submit their report to the Chairman of the Company and/or the Company Secretary and Compliance Officer duly authorized by him and shall declare/announce the result of the Postal Ballot on or before
   March 28, 2022. The Scrutinizer's decision on the validity of votes cast through Postal Ballot will be final and binding. The results so declared along with the Scrutinizer's Report shall be placed on the Company's website at www.indoramaindia.comas well as on the website of NSDL at www.evoting.nsdl.comand shall also be communicated/forwarded to BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.
5. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to [e-mail].
6. Mr. Pawan Kumar Thakur, Company Secretary and Compliance Officer of the Company is the officer authorised to ensure smooth conduct of the e-Voting.

Page 4 of 22