Indo Count Industries Ltd Directors Report.

Dear Members

On behalf of the Board of Directors ("the Board"), it gives me immense pleasure to present the Thirty Second Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2021.

FINANCIAL RESULTS

(Rs in crores, except EPS)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operations 2,514.75 1,965.07 2,519.19 2,080.13
Other Income 37.74 54.32 37.83 54.63
Total Revenue 2,552.49 2,019.39 2,557.02 2,134.76
EBIDTA 419.82 232.27 414.48 237.85
Less: Finance Cost 26.93 36.93 28.08 39.25
Less: Depreciation 40.31 40.65 43.15 43.46
Profit before Exceptional Items and tax 352.58 154.69 343.28 155.14
Less: Exceptional Items - 98.46 3.65 98.46
Profit before Tax 352.58 56.23 339.63 56.68
Tax Expenses / (Credit) 92.32 (17.53) 90.50 (16.42)
Net Profit 260.26 73.76 249.13 73.10
Other Comprehensive Income (net of tax) 61.79 (47.11) 60.16 (48.59)
Total Comprehensive Income 322.05 26.65 309.29 24.51
Basic & Diluted EPS (in Rs) 13.18 3.74 12.70 3.74

OPERATIONAL AND FINANCIAL PERFORMANCE

Despite the challenging environment, lockdown restrictions and uncertainties posed by COVID-19 pandemic, your

Company delivered robust performance for the year ended March 31, 2021. The consumer spending on Health, Hygiene and wellness products increased in 2020-21 due to "Home" being at centre stage during the pandemic. This led to high demand for home textile products and Company achieved highest ever sales volume of 78.2 million meters and turnover of Rs 2,519.19 crores on a consolidated basis, during the year under review.

At a consolidated level, the total revenue increased by 20% to

Rs 2,557.02 crores for 2020-21 as against Rs 2,134.76 crores in the previous year. The EBIDTA of your Company registered substantial growth of 74% from Rs 237.85 crore in the previous year to Rs 414.48 crore for 2020-21. The net profit increased by

241% from Rs 73.10 crore to Rs 249.12 crore for the year ended March 31, 2021.

On a standalone basis, revenue from operations increased by 28%. The other financial parameters viz. EBIDTA and Net Profit increased by 81% and 253% respectively for 2020-21. The outbreak of Covid-19 pandemic and subsequent lockdowns declared by the governments in the countries all over the world affected the economies and disrupted the operations. Your Company immediately shifted its focus on ensuring health, safety and wellbeing of all employees and took all possible measures to curtail the impact of pandemic on operations of the Company.

The financial and operational performance overview, impact of COVID-19 pandemic and future outlook are provided in detail in the Management Discussion and Analysis forming part of this Annual Report.

DIVIDEND

Continuing the past trend of declaring dividend, your Directors are pleased to recommend a Final Dividend @ 75% i.e. Rs 1.50 per equity share of face value of Rs 2 each amounting to Rs 29.61 crores subject to the approval of members of the Company at the ensuing Annual General Meeting. The aforesaid dividend is in line with the Dividend Distribution Policy adopted by the Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the

Company is taxable in the hands of the Shareholders. Your

Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. For further details regarding TDS on Dividend, members are requested to refer

Annexure III of the Notice of Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors of your Company had approved Dividend Distribution Policy. The Dividend Distribution Policy is available on the website of the Company at https://www.indocount.com/images/investor/Dividend-Distribution-Policy1.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2020-21 in the statement of profit & loss.

SHARE CAPITAL

As on March 31, 2021, the Authorised Share Capital of your

Company was Rs 60 crore comprising of 27,50,00,000 equity shares of Rs 2 each and 50,00,000 preference shares of Rs 10 each. Further, the total issued, subscribed and paid up share capital of your Company stood at Rs 39,47,99,340 comprising of 19,73,99,670 Equity Shares of Rs 2 each.

During the year under review, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of your Company. Your Company has not issued any equity shares with differential voting rights, convertible securities, warrants or sweat equity shares. Further, your Company does not have any employee stock option scheme or employee stock purchase scheme.

CREDIT RATING

As on March 31, 2021, for long term bank facilities of your Company, credit rating assigned by ICRA is "A+" (Single A Plus) with Positive outlook and by CARE is "A+" (Single A Plus) with

Stable outlook. These credit ratings signify adequate degree of safety regarding timely servicing of financial obligations. Such facilities carry low credit risk.

Further, for the Companys short term bank facilities, credit rating assigned by ICRA and CARE is "ICRA A1+" (A One Plus) and "CARE A1" (A one) respectively. These credit ratings signify very strong degree of safety regarding timely payment of financial obligations. Such facilities carry lowest credit risk.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian

Accounting Standards (Ind AS). The Audited Consolidated Financial Statements of the Company for the year ended March 31, 2021 along with the Auditors Report forms part of this Annual Report. The Audited Financial Statements of the Company and subsidiaries for the year ended March 31, 2021 are available on the website of the Company at www.indocount.com.

Further, a copy of the said Audited Financial Statements of the subsidiaries shall be made available for inspection at the registered office of the Company any working day upto the date of Annual General Meeting. Any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in writing to the Company Secretary.

SUBSIDIARIES

As on March 31, 2021, your Company has 5 direct subsidiaries viz. Pranavaditya Spinning Mills Limited, Indo Count Retail

Ventures Private Limited, Indo Count Global Inc., Indo Count UK Limited and Indo Count Global DMCC.

During the year under review, Indo Count Australia Pty Limited has ceased to be a subsidiary of the Company with effect from October 7, 2020 due to voluntary de-registration by the Australian Securities & Investments Commission (ASIC). Further, in order to achieve synergy and for consolidating the trading and marketing operations of the group companies, your Company acquired the business of Indo Count Retail Ventures Private Limited (ICRVPL) as a going concern by way of slump sale, by ICRVPL with effect from April 1, 2020 through a Business Transfer Agreement.

Pursuant to the provisions of Section 129(3) of the Companies

Act, 2013 ("the Act") read with rules made thereunder, a statement containing salient features of the financial position of subsidiaries is given in Form AOC-1 attached as "Annexure 1" forming integral part of this Report. As required under Section 134 of the Companies Act, 2013, the said form also highlights performance of the subsidiaries.

Your Company does not have any Associate Company as defined under the Companies Act, 2013 and has not entered into any joint venture agreement during the year under review.

Pursuant to the regulation 16 of the Listing Regulations, though your Company does not have any material subsidiary, it has adopted a policy for determining material subsidiaries, which can be accessed at https://www.indocount.com/images/ investor/Policy-on-Material-Subsidiaries.pdf

AMALGAMATION OF PRANAVADITYA SPINNING MILLS LIMITED, SUBSIDIARY OF THE COMPANY WITH THE COMPANY

During the year under review, the Board of Directors of the

Company at its meeting held on October 21, 2020, approved the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited ("PSML"), Subsidiary of the Company with the Company and their respective shareholders, subject to requisite approvals. The appointed date for said amalgamation is October 1, 2020 or such other date as may be fixed by the Mumbai Bench of Honble National Company Law Tribunal (NCLT). The amalgamation shall be effective upon filing of the order of NCLT with the Registrar of Companies (ROC). Pursuant to the aforesaid Scheme of Amalgamation and the Share Exchange Ratio approved by the Board, 2 (Two) fully paid up equity shares of Rs 2/- each of the Company would be issued to the equity shareholders of PSML, as on Record Date, for every 15 (Fifteen) fully paid up equity shares of Rs 10/- each held by them in PSML.

The Company has received No-objection from BSE Limited & National Stock Exchange of India Limited ("Stock Exchanges") and the Securities and Exchange Board of India (SEBI) on said scheme. As on the date of this report, the Company is in the process of filing application under Section 230 of the Companies Act, 2013 with NCLT.

CAPEX

Considering the increasing demand and growing business volume, it was decided to undertake expansion and modernization. During the year under review, the Project Management Committee of the Board approved a capex of

~ Rs 150 crores for expansion of Companys bed linen capacity by 20% from its existing annual capacity of 90 million meters to 108 million meters and for brownfield investment for adding commensurate cut & sew facilities and enhancing the capacity for Top of the Bed (TOB) products. It also approved modernisation of existing spinning unit of the Company with compact spinning technology through a capex of ~ Rs 50 crores. The total capex will be ~ Rs 200 crores and is expected to be operational in H2 of FY 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the composition of the Board of Directors of the Company. Pursuant to the provisions of Section 152 of the Companies

Act, 2013 and articles of association of the Company, Mr. Mohit Jain (DIN: 01473966), Executive Vice Chairman of the

Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for the re-appointment. The Board recommends his re-appointment for consideration at the ensuing AGM. As per Secretarial Standard 2 and Listing Regulations, brief profile and other related information of Mr. Mohit Jain, Executive Vice Chairman, retiring by rotation is provided in the Notice of ensuing AGM.

Pursuant to the recommendation of Nomination and

Remuneration Committee (NRC) and subject to the approval of the members of the Company in the ensuing annual general meeting, the Board of Directors of the Company, re-appointed Mr. Kailash R. Lalpuria (DIN: 00059758) as a Whole Time Director designated as "Executive Director & CEO" of the Company for a further period of 3 years with effect from May 4, 2021. The resolution for his re-appointment is included in the Notice of ensuing Annual General Meeting and members are requested to refer Notice and Explanatory Statement for further details.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. In the opinion of the Board, all Independent Directors are independent of the management and there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014, all Independent Directors of the

Company viz. Mr. Dilip J. Thakkar, Mr. Prem Malik, Mr. Sushil Kumar Jiwarajka, Dr. (Mrs.) Vaijayanti Pandit, Dr. Sanjay Kumar Panda and Mr. Siddharth Mehta have registered themselves in the Independent Directors databank maintained with the

Indian Institute of Corporate Affairs (IICA). Further, in the opinion of the Board of Directors of the Company, all Independent Directors possess requisite integrity, expertise and experience including the proficiency responsibilities as Directors of the Company.

There has been no change in the Key Managerial Personnel of the Company during the year under review. As on March 31, 2021, Mr. Kailash R. Lalpuria, Executive Director & CEO, Mr. K. Muralidharan, Chief Financial Officer and Mrs. Amruta Avasare,

Company Secretary are the Key Managerial Personnel of the

Company in terms of Section 203 of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS

During the FY 2020-21, Four (4) Board Meetings were held on June 12, 2020, August 18, 2020, October 21, 2020 and January 21, 2021 through Video conferencing in accordance with MCA Notifications and SEBI circulars issued from time to time.

More details on Board Meetings are provided in the Corporate

Governance Report forming part of this Annual Report.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013, NRC has formulated "Nomination and Remuneration Policy" which deals inter-alia with the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is https://www.indocount. com/images/investor/Nomination-Remuneration-Policy-%E2%80%93-w.e.f.-17.05.2021.pdf

The salient features of the policy are as under:

I) Criteria for Directors a) Appointment:

i. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the person for the appointment as a Director of the Company and recommend to the Board his / her appointment. The Directors shall uphold ethical standards of integrity and probity and shall exercise their duties and responsibilities in the interest of the Company.

ii. A person proposed to be appointed as Director should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.

They shall possess appropriate core skills/expertise/ competencies/ knowledge in one or more fields of finance, law, management, sales and marketing, administration, CSR, research and in the context of business and/or the sector in which the Company operates. The NRC has the discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

iii. Independent Director shall satisfy criteria of

Independence specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations and shall give declaration that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his / her duties with an objective independent judgment and without any external influence. The NRC and the

Board shall assess veracity of the said declaration and determine whether the directors are independent of the management. iv. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws if applicable for appointment of Director of the Company. The Company shall ensure that provisions relating to limit of maximum directorships, age, term etc. are complied with.

b) Remuneration of the Whole Time / Executive Director(s) / Managing Director:

i. The remuneration including commission payable to the Whole Time /Executive Director(s) / Managing Director shall be determined and recommended by the NRC to the Board for approval. ii. While determining the remuneration of the Executive Directors, following factors shall be considered by the NRC/Board: Role played by the individual in managing the Company including responding to the challenges faced by the Company Individual performance and Company performance so that remuneration meets appropriate performance benchmarks Reflective of size of the Company, complexity of the sector/ industry/Companys operations and the Companys financial position Consistent with recognised best industry practices.

Peer remuneration

Remuneration involves balance between fixed and incentive pay reflecting performance objectives appropriate to the working of the Company and its goals.

Remuneration is reasonable and sufficient to retain and motivate directors to run the Company successfully.

c) Remuneration to Non-Executive / Independent Directors:

i. Sitting Fees: Non Executive Independent Directors ("NEIDs") shall be entitled to receive fees for attending meetings of the Board or Committee of the Board or for any other purposes as may be decided by the Board, of such sum as may be approved by the Board of Directors of the Company within the overall limits prescribed under the Companies

Act, 2013 and the rules made thereunder, SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") or other applicable law. ii. Remuneration to Non-Executive Directors: The Non-Executive Directors of the Company may be entitled to receive remuneration by way of commission or reimbursement of expenses as may be recommended by NRC and approved by the Board of Directors of the Company. The said remuneration will be within the limits specified in the Companies Act, 2013, Schedule V and rules made thereunder and Listing Regulations. The approval of shareholders be obtained, if required and in that case, remuneration shall be within the overall limits approved by the shareholders of the Company. iii. Reimbursement of actual expenses incurred: NEIDs may also be paid / reimbursed such sums incurred as actual for travel, incidental and / or actual out of pocket expenses incurred by such Director for attending Board / Committee Meetings.

II. Criteria for Key Managerial Personnel, Senior Management and other Employees

This section applies to the KMP (other than Managing

Director, Whole Time Directors/Executive Directors) a) Appointment: i. The NRC shall ascertain and consider the integrity, qualification, background and experience of person for appointment as a KMP and at senior management position of the Company and recommend to the Board his / her appointment.

The NRC has the discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

b) Remuneration of Key Managerial Personnel and Senior Management and other employees

i. The NRC shall decide and recommend to the

Board, remuneration of KMP & Senior Management Personnel to ensure that it is competitive, reasonable and sufficient to motivate and retain the employee.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEES AND DIRECTORS

Criteria of performance evaluation of the Board and Directors are laid down by Nomination and Remuneration Committee (NRC) of the Company. Pursuant to the provisions of Companies (Amendment) Act 2017, NRC decided to continue existing method of performance evaluation through circulation of performance evaluation sheets based on SEBI Guidance

Note dated January 05, 2017 and that only Board should carry out performance evaluation of Board, Committees and Individual Directors.

An assessment sheet based on SEBI Guidance Note dated

January 05, 2017, containing the parameters of performance evaluation along with rating scale was circulated to all the Directors. The Directors rated the performance against each criteria. Thereafter, consolidated score was arrived. Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the Committees and performance evaluation of all Directors in aforesaid manner. The performance of the Board, committees and individual directors was found satisfactory.

During the year under review, a separate Meeting of Independent Directors of the Company was held on March 10, 2021 through Video conferencing wherein all Independent

Directors were present. At the said meeting, Independent Directors discussed and evaluated performance of Executive Chairman and other Whole-time Directors, the Board and its various committees as a whole and also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended March

31, 2021 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,

2021 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual financial statements for the year ended March

31, 2021 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The key philosophy of all our Corporate Social Responsibility (CSR) initiatives is guided by our belief "Every Smile Counts..." The Company implements the CSR projects primarily through ‘Indo Count Foundation and also collaborates with other trusts/ NGOs for carrying out various CSR activities. Our CSR projects focusses on participatory and collaborative approach with the community and responds proactively to various emerging needs from time to time in the socio-economic & environment space. Over a period of 5 years, your Company had carried out CSR activities in the areas of Education, Healthcare, Women Empowerment, Environment and Water & Sanitation. Apart from these areas, your Company has always responded positively towards various challenges arisen due to disasters being faced in the country including COVID-19 pandemic.

Pursuant to provisions of Section 135 of the Companies

Act, 2013, the Company had formulated a Corporate Social Responsibility (CSR) policy. The said CSR Policy of the Company was amended in lines with the Companies

(Corporate Social Responsibility Policy) Amendment Rules, 2021 and the updated CSR policy is available on the website of the Company.

The Report on CSR activities implemented by the Company during the year under review is provided as "Annexure 2" to this Report.

AUDIT COMMITTEE

During the year under review, there has been no change in the composition of the Audit Committee. As on March 31, 2021, the Audit Committee comprises of 4 Directors / Members out of which 3 are Independent Directors. The said Composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit Committee are given in the Corporate Governance Report. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the

Companies Act, 2013, at the Annual General Meeting held on August 21, 2017, M/s. Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063N) were appointed as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of 28th Annual General Meeting (AGM) till the conclusion of 33rd AGM subject to the ratification by the members at every AGM.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting was omitted vide notification dated May 07, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors in ensuing AGM of the Company.

The Company has received a letter from M/s. Suresh Kumar

Mittal & Co., Chartered Accountants confirming that they are eligible for continuing as Statutory Auditors of the Company. As required under Regulation 33(1)(d) of Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accounts of India.

AUDITORS REPORT

The Auditors Report on standalone and consolidated financial statements for the year ended March 31, 2021 forms integral part of this Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the being in force).

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules thereunder, the Board had appointed M/s. Kothari H. & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended March 31, 2021. The Secretarial

Audit Report issued by the Secretarial Auditors in Form No. MR-3 is provided as "Annexure 3" to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

SEGMENT

The Company operates only in a single segment i.e. Textile Segment.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public, under Chapter V of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of corporate governance. A Corporate Governance Report along with Statutory Auditors Certificate confirming compliance of corporate governance for the year ended March 31, 2021 is provided separately and forms integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Companys performance, future outlook, opportunities and threats for the year ended March 31, 2021, is provided in a separate section forming integral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of the Listing Regulations, Business Responsibility Report (BRR) for the year ended March 31, 2021, is provided separately and forms integral part of this Annual Report.

ANNUAL RETURN

Pursuant to amendments in Section 92(3) of the Companies

Act, 2013 read with Rules thereunder and provisions of Section 134(3)(a) of the Act, Annual Returns of the Company for 2019-20 & 2020-21 are hosted on the website of the Company www.indocount.com and web-links thereto are given below:

Annual Return for 2019-20: https://www.indocount.com/images/investor/ICIL_Form_ MGT-7_2020_200917_033804.pdf.

Annual Return for 2020-21: https://www.indocount.com/images/investor/Annual-Return-Form-MGT-7-FY-2020-21.pdf

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The same has also been confirmed by the Secretarial Auditors of the Company in the Secretarial Audit Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during 2020-21 were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions which has been uploaded on the Companys website and can be accessed at https://www.indocount.com/ images/investor/ICIL-Policy-on-Related-Party-Transactions-Revised-11-02-2020_200507_081044.pdf

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES, SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has neither given loan to any bodies corporate or any other persons nor provided any corporate guarantee or security under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies

Act, 2013 are provided in the notes to the standalone financial statements.

RISK MANAGEMENT

Your Company recognises that risk is an integral part of the business and is committed to manage the risks in a proactive and efficient manner. Your Company has adopted Risk Management Policy for risk identification, and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. Some of the risks that the Company is exposed to are financial risks, raw material price risk, regulatory risks, forex risks and economy risks. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis. M/s. Suresh Surana & Associates LLP, Chartered Accountants are Internal Auditors of the Company and they provide internal audit reports on quarterly basis. The

Internal Audit Reports and Risk Management Framework are reviewed by the Audit Committee. Further, the Company has also constituted Risk Management Committee to assess the risks and to review risk management plans of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (10) of the

Companies Act, 2013 and Regulation 22 of the Listing Regulations, your Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct. The details of Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Companys website at https://www.indocount.com/images/investor/Whistle- Blower-Policy-Vigil-Mechanism.pdf

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company always endeavours and provide conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on March 31, 2021.

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read assessment with rules thereunder is given in "Annexure 4" forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the

Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given in "Annexure 5" to this Report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during 2020-21 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in Annexure forming part of this Report. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the

Registered Office of the Company twenty-one days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit.

The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS orders During the year under review, no significant were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2020-21 and the date of this report.

GENERAL

Your Directors state that:

1. During the year under review, there was no change in the general nature of business of your Company.

2. Cost audit was not applicable to the Company during the year under review, however, pursuant to the Order made by the Central Government for the maintenance of cost records under section 148(1) of the Act, the prescribed accounts and records have been made and maintained.

3. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 and no proceeding is pending under the said code.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful for every person who risked their life and safety to fight this pandemic. Your Directors wish to place on record their appreciation for dedicated service and contribution made by the employees of the Company at all levels. Your Directors would also like to place on record their gratitude for the continued co-operation and support received by the Company during the year from its customers, vendors, shareholders, suppliers, bankers, financialinstitutions, business associates and other stakeholders.

Your Directors also thank the Central Government, State

Governments and other Statutory Authorities for their support during the year.

On behalf of the Board of Directors
Anil Kumar Jain
Date: May 17, 2021 Executive Chairman
Place: Mumbai DIN: 00086106