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EQUITY - MARKET SCREENER

SRF Ltd
Industry :  Chemicals
BSE Code
ISIN Demat
Book Value()
503806
INE647A01010
278.3736087
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
SRF
36.32
70563.93
EPS(TTM)
Face Value()
Div & Yield %
65.55
10
0.71
 

As on: Mar 27, 2023 06:37 PM

Dear Members,

Your Directors are pleased to present the 51st Annual Report for the year ended March 31, 2022.

Financial Results

(Rs in Crores)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from operations 9,953.44 6,988.32 12,433.66 8,400.04
Other income 135.31 63.30 115.51 66.35
Total Income 10,088.75 7,051.62 12,549.17 8,466.39
Profit Before Interest, Depreciation & Tax (PBIDT) 2,668.72 1,804.78 3,218.71 2,199.68
Less: Interest & Finance Charge 94.45 111.21 115.93 133.95
Less: Depreciation and amortisation charge 419.23 383.60 517.23 453.08
Profit Before Tax (PBT) from continued operation 2,155.04 1,309.97 2,585.55 1,612.65
Less: Provision For Taxation including Deferred Tax Charge 648.03 384.91 696.63 414.40
Profit After Taxation (PAT) from continued operation 1,507.01 925.06 1,888.92 1,198.25
Profit Before Tax (PBT) from discontinued operations - - - (2.73)
Less: Provision For Taxation including Deferred Tax Charge - - - (2.42)
Profit After Taxation (PAT) from discontinued operations - - - (0.31)
Total Profit After Taxation (PAT) from continuing and discontinued operations 1,507.01 925.06 1,888.92 1,197.94
Add: Profit Brought Forward 4,551.58 3,828.76 5,113.66 4,117.69
Total 6,058.59 4,753.82 7,002.58 5,315.63
Interim dividend on Equity Shares 211.89 141.31 211.89 141.31
Other comprehensive income arising from re-measurement of defined benefit obligation 4.75 (1.57) 4.92 (1.84)
Amount transferred to Debenture Redemption Reserve - 62.50 - 62.50
Profit carried to Balance Sheet 5,841.96 4,551.58 6,785.77 5,113.66

Operations Review

Total revenue from operations of the Company on standalone basis increased by 42.43 per cent from Rs 6988.32 Crores in 2020-21 to Rs 9953.44 Crores in 2021-22. The profit before interest, depreciation and tax (PBIDT) including 'other income' on a standalone basis increased from Rs 1804.78 Crores in 2020-21 to Rs 2668.72 Crores in 2021-22.

Profit before tax (PBT) from continuing operations on a standalone basis increased by 64.51 per cent from Rs 1309.97 Crores in 2020-21 to Rs 2155.04 Crores in 2021-22. After accounting for the provision for tax of Rs 648.03 Crores, profit after tax (PAT) on continuing operations on a standalone basis increased by 62.91 per cent from Rs 925.06 Crores in 2020-21 to Rs 1507.01 Crores in 2021-22

Total revenue from operations of the Company on consolidated basis increased by 48.01 per cent from Rs 8400.04 Crores in 2020-21 to Rs 12433.66 Crores in 2021-22. The profit before interest, depreciation and tax (PBIDT) including 'other income' on a consolidated basis increased from Rs 2199.68 Crores in 2020-21 to Rs 3218.71 Crores in 2021-22.

Profit before tax (PBT) from continuing operations on a consolidated basis increased by 60.32 per cent from Rs 1612.65 Crores in 2020-21 to Rs 2585.55 Crores in 2021-22. After accounting for the provision for tax of Rs 696.63 Crores, profit after tax (PAT) on continuing operations on a consolidated basis increased by 57.64 per cent from Rs 1198.25 Crores in 2020-21 to Rs 1888.92 Crores in 2021-22.

Transfer to Reserves

In view of the statutory provisions of the Companies Act, 2013 the Board of Directors has decided not to transfer any amount to the reserves consequent to declaration of dividend.

Share Capital

During the year, to commemorate 50th anniversary of the Company, the Board at its meeting held on October 15, 2021 allotted 23,69,80,820 Bonus Shares to the eligible shareholders of the Company in the proportion of 4 (four) new fully paid-up equity share of Rs 10/- each for every 1 (one) existing fully paid-up equity share of Rs 10/- each by capitalising a sum of Rs 236,98,08,200 out of securities premium account of the Company.

Further, the Nomination and Remuneration Committee allotted 195,000 equity shares of Rs 10/- each at par under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to eligible employees on November 1, 2021.

In view of the above, the paid up share capital of the Company increased from Rs 59,24,52,050 divided into 5,92,45,205 equity shares of Rs 10/- each to Rs 296,42,10,250 divided into 29,64,21,025 equity shares of Rs 10/- each.

Equity Dividend

During the year, your Company has paid two interim dividends of Rs 12 per share (before bonus issue) and Rs 4.75 per share (after bonus issue) amounting to Rs 211.89 Crores. The Board of Directors of the Company has not recommended any final dividend.

Management Discussion and Analysis

A detailed section on the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.

ESG Report

ESG Report for FY 2021 - Rs 22 containing the Environment, Social and Governance Initiatives taken by the Company during the year forms part of the

Annual Report. As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Report has been prepared for 2021-22 and is presented along with the above ESG Report.

Subsidiaries, Joint Ventures and Associate companies

As on March 31, 2022, your Company had 7 (seven) wholly owned subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered in India and remaining 5 (five) are registered outside India. 3 (three) of these are direct wholly owned subsidiaries and rest 4 (four) are step- down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2022 includes the profit and loss account for these 7 (seven) wholly owned subsidiaries for the Financial Year ended March 31, 2022.

These subsidiaries are:-

1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 4 (four) step-down subsidiaries of the Company.

2. SRF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of packaging films.

3. SRF Flexipak (South Africa) (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.

4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa presently in the business of trading in refrigerant gases and packaging films in South Africa and other neighbouring countries.

5. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) is incorporated in Hungary to undertake the manufacture and trading of packaging films in Hungary.

6. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India.

This company is engaged in the business of acquisition and renting of real estate properties.

7. SRF Altech Limited is a wholly owned subsidiary of the Company incorporated in India during the year. It shall engage in the business of manufacture of Aluminum foil.

The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.

No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 371. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link:

https://www.srf.com/wp-con tent/ uploads/2021/04/2019-02-04-SRF-Limited- Policy-on-Material-Subsidiary-Companies.pdf

The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com

Directors & Key Managerial Personnel

During the year Dr. Meenakshi Gopinath, Director CSR, retired as Director in the Annual General Meeting held on August 31, 2021.

Mr. Sanjay Chatrath, President and CEO, Technical Textile Business retired on October 31, 2021, Your Board places on record its sincere appreciation for the contribution made by him during his years of service. Mr. Prashant Yadav, President and CEO (FCB) was also given the additional responsibility of Technical

Textile Business (TTB) w.e.f November 01, 2021 and redesignated as President and CEO (FCB and TTB)

Mr. Arun Bharat Ram decided to step down as Executive Chairman from the close of the business hours on March 31, 2022 and was appointed as "Chairman Emeritus" for a term of five years with effect from April 1, 2022.

The Board in its meeting held on March 28, 2022, had upon recommendations of Nomination and Remuneration Committee redesignated Mr. Ashish Bharat Ram as Chairman and Managing Director and Mr. Kartik Bharat Ram as Joint Managing Director of the Company with effect from April 1, 2022 and has recommended the same to the shareholders of the Company for their approval in this Annual General Meeting.

Mr. Ashish Bharat Ram, Chairman and Managing Director, is retiring by rotation and being eligible, offers himself for re-appointment.

Mr. Vellayan Subbiah was re-appointed as NonExecutive Independent Director by members at the Annual General Meeting held on August 07, 2018 for the period of 5 years commencing from April 01, 2019 upto March 31, 2024. The Board is of the view that it would be to the benefit of the Company if his experience and wisdom would continue to be utilized by the Board and management on a longterm basis. Accordingly, a proposal to appoint him as a non-independent and non-executive director was discussed with him and he graciously agreed to step down as an independent director and resigned from the closing of Business hours on May 9, 2022 and was appointed as Additional non-independent and nonexecutive director, liable to retire by rotation, w.e.f May 10, 2022. The Board recommends his appointment as Non-executive non-Independent Director, liable to retire by rotation, to the shareholders.

Upon recommendations of Nomination and Remuneration Committee, the Board appointed Mr. Raj Kumar Jain, as Additional Independent Director w.e.f May 9, 2022 and has recommended his appointment as Independent Director to the shareholders for a term of 5 years commencing from May 09, 2022 to May 08, 2027.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations. They are also independent of the management.

The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.

In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and on the website of the Company at the link: https://www.srf.com/wp-content/uploads/2022/05/2022-05-09-Rev-NRC-Policy-V6-F.pdf

In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non- Independent nonexecutive Director and Independent Directors based on the criteria more particularly described in the enclosed Nomination, Appointment and Remuneration policy. Board evaluates, its own performance and the performance of its Committees on the criteria more particularly described in the said policy.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.srf.com/wp-content/uploads/2022/04/ Familarisation-programme 2022.pdf

During the year 2021-22, Seven meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 145 of this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms' length basis and in accordance with the

Transfer Pricing Policy/basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 ('the Act') in Form No. AOC- 2 is not applicable to the Company for FY 2021 - Rs 22 and hence the same is not provided.

Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 41(d) of Additional Disclosures forming part of the standalone financial statement).

Corporate Social Responsibility (CSR)

As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, Joint Managing Director (Chairman of the Committee), Mr. Lakshman Lakshminarayan, Independent Director, and Mr. Yash Gupta, Independent Director as other members. Mr. Arun Bharat Ram, was a member of this committee till March 31, 2022.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link https://www.srf.com/wp-content/ uploads/2021/04/25032021-Final-SRF-Corporate- Social-Responsibility-policy.pdf

The Company would also undertake other need- based initiatives in compliance with Schedule VII to the Act.

As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2021 - Rs 22 was Rs 18.61 Crores. The Board upon recommendations of CSR Committee approved the Annual budget of Rs 18.68 Crores towards CSR expenditure which was duly spent during the year. Moreover, an amount of Rs 2.70 Crores earmarked for ongoing projects which commenced during FY 2020 - Rs 21 was also spent during the year.

The CSR Obligation for FY 2020 - Rs 21 was Rs 13.25 lakhs out of which Rs 12.88 lakhs was spent during that year and a credit of Rs 37 lakhs was taken on account of excess amount spent during FY 2019-20 which was allowed as per the Companies (Corporate Social Responsibility) Rules, 2014. However MCA through its circular dated 25th August 2021 clarified that the Companies cannot set off excess CSR amount spent prior to FY 2020 - Rs 21. Therefore, the CSR spend for FY 2020 - Rs 21 was lesser to the extent of Rs 37 lacs.

As per the provisions of the Companies Act, 2013, any CSR obligation which was not discharged during the financial year need to be transferred to one of the specified funds prescribed under Schedule VII to the Companies Act, 2013 on or before 30th September, 2021. In compliance with MCA circular dated 25th August, 2021, an amount of Rs 37 lacs was transferred to Clean Ganga Fund, which is a fund specified under Schedule VII to the Companies Act, 2013, on 28th September, 2021.

Annual Report on CSR activities is annexed herewith as Annexure II.

Risk Management

Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity's objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and reporting risks, and IT & Cyber risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

The Board has constituted Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Ms. Bharti Gupta Ramola as members of the Committee.

Internal Financial Controls

The Company believes that Internal Control is a necessary concomitant of the principle of Governance. It remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee and the management that there is a structured system for:

• close and active supervision by the Audit Committee

• business planning and review of goals achieved

• evaluating & managing risks

• policies and procedures adopted for ensuring orderly Financial Reporting

• timely preparation of reliable Financial Information

• accuracy and completeness of the Accounting Records

• ensuring legal and regulatory compliance

• protecting company's assets

• prevention and detection of fraud and error

• validation of IT Security Controls

• Entity Level Controls

Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.

Significant features of these control systems include:

• the planning system that ensures drawing up of challenging goals and formulation of detailed

strategies and action plans for achieving these goals.

• the risk assessment system that accounts for all likely threats to the achievement of the plans, and draws up contingency plans to mitigate them.

• the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.

The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes, both at the Corporate and the Business levels, continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.

Listing of Equity Shares

SRF's equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.

SRF Limited Long term Share based Incentives Plan, 2018

During the year, 195,000 equity shares were allotted under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to eligible employees. There has been no change in the said Plan which was approved by the shareholders through postal ballot on February 26, 2018. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosures prescribed under the said Regulations are given below:

a. In terms of the "Guidance Note on accounting for employee share based payments" issued by ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 242 of the Annual Report 2021-22. Note No. 1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page no. 195 of the Annual Report 2021-22.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investors/ corporate-governance/

b. During financial year 2018-19 and 2021-22 shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/Nomination and Remuneration Committee of the Company. Basic and diluted EPS for 2021-22 was Rs 50.86 per Share.

c. Other Disclosures mandated by the said circular are given in Annexure III.

Certificate from the Secretarial Auditors of the Company dated May 30, 2022 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the resolution of the company shall be placed in the forthcoming Annual general meeting.

Dividend Distribution Policy

In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Dividend-Distribution-Policy.pdf

Corporate Governance

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.

In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Chairman and Managing Director and President & CFO was placed before the Board.

All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company at https://www. srf.com/wp-content/uploads/2020/11/Code-of-Conduct- for-Directors-and-Senior-Management-Personnel.pdf

Consolidated Financial Statement

The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.

Audit Committee

As on date, the Audit Committee comprises of Independent Directors namely, Mr. Lakshman Lakshminarayan (Chairman of the Committee), Ms. Bharti Gupta Ramola and Mr. Raj Kumar Jain as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Accounts and Audit

M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors for 5 years in 47th annual general meeting to hold office from the conclusion of 47th Annual General Meeting until the conclusion of 52nd annual general meeting.

The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Vigil Mechanism

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct.

The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company's website at the link: https://www.srf.com/investors/corporate-governance/

Cost Audit

Pursuant to various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2022-23 in respect of all the relevant product groups of Technical Textiles Business and other Businesses of the Company.

M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2022-23 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.

M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company's Lead Cost Auditor.

The remuneration of the cost auditors for financial year 2022-23 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.

The Cost Audit reports for audit of the said products for the financial year 2020-21, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 24, 2021. The due date for filing was August 27, 2021.

Secretarial Auditor

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, Secretarial Compliance Report dated May 11, 2022 issued as per SEBI Circular CIR/CFD/ CMD1/27/2019 dated February 08, 2019 was given by M/s Sanjay Grover & Associates, Practising Company Secretary which was submitted to Stock Exchanges.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

Personnel

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at cs@srf.com

Disclosures pertaining to remuneration and other details 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 provided in Annexure VI.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors' report.

Annual Return

The Annual Return (MGT-7) of the Company as on 31.03.2022 is available on the following web link: https://www.srf.com/investors/corporate-governance/

Industrial Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.

Secretarial Standards

Applicable Secretarial Standards, i.e. SS-1 SS-2 and SS-3, relating to 'Meeting of the Board of Directors' 'General Meetings' and 'Dividend' respectively, have been duly followed by the Company.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Neither the Chairman, Managing/Deputy Managing Director nor Whole-time Director received any remuneration or commission from any of the Company's subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, three complaints were received which were duly resolved.

Acknowledgements

Your Directors acknowledge with gratitude the cooperation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on Behalf of the Board
Ashish Bharat Ram
Date: May 30, 2022 Chairman & Managing Director
Place: New Delhi (DIN - 00671567)