SRF Ltd
Chairman Speech
Dear Shareholders,
It is a great privilege to be able to share my thoughts with you for
the first time since taking over as the Chairman and Managing Director of SRF Limited in
April 2022.
This year, we bid farewell to the patriarch of our Group, Mr. Arun
Bharat Ram, who expressed his desire to step down as the Executive Chairman and Director
of SRF Limited. The amount of value SRF has created under his leadership - is
extraordinary, as he leaves behind a strong foundation for future generations. Having said
that, SRF will continue to benefit from his valuable knowledge and wisdom from
time-to-time as a mentor to the Board of Directors and the management.
As I take on the role of Chairman and Managing Director with a great
sense of responsibility and humility, I look forward to leading SRF into the future with
an outstanding team at my side.
Firmly rooted. Growing responsibly.
We chose "Firmly rooted. Growing responsibly" as the theme of
our annual report this year as we prepare to shape our future growth journey based on a
powerful combination of experience and energy. Experience of a Company that has succeeded
for decades, and the energy of a young Company with fresh opportunities. SRF products
touch millions of lives every day and we work hard to remain relevant and current to the
customers we serve and respond appropriately to changes taking place in our environment.
As an organisation that continues to evolve, grow, and progress into
the future, we are also making concerted efforts towards identifying our ESG
(Environmental, Social and Governance) risks and opportunities. It was therefore
imperative for us to adopt ESG as part of our Company aspirations. In March 2022, we
introduced and launched our Company's new ASPIRATIONS 2030. The five pillars of our
ASPIRATIONS 2030 are:
We will continuously strive to be known for our:
• Professional Reputation and Value System
• Customer Advocacy
• Innovation and Technology Leadership
• Operational Excellence
• Environment & Social Responsibility
Our efforts in ESG encompass management of water use, protecting
ecosystems and reducing community impacts related to operations, among others. I invite
you to read the ESG section of this report for more on our work towards our environmental
responsibility.
Financial Performance
FY 2021- Rs 22 was an extraordinary year. Despite the ongoing COVID-19
pandemic, widespread supply bottlenecks, and increasingly higher energy and raw materials
prices, we achieved robust operational and financial performance.
From a financial point of view, in FY 2021- Rs 22, the Company achieved
a 58% increase in profit after tax at Rs 1,889 crore compared to Rs 1,198 crore last year.
The Company's revenue for the year stood at Rs 12,434 crore as against Rs 8,400 crore in
the previous year, recording an overall growth of 48%.
Business Performance
Let me now talk about some of the milestones achieved by each of our
business segments during the year.
Chemicals Business
In FY 2021 - Rs 22, the Chemicals Business accomplished strong growth
of 43.8% Year-over-Year (Y-o-Y) to achieve record revenues of Rs 5,240.8 crore.
Our Specialty Chemicals Business performed remarkably well in the year,
driven by strong demand in both the exports and domestic markets. Our new product
portfolio is being enhanced continuously, which also helps us expand and strengthen our
customer base further. Our customers are demanding more-and-more complex molecules, a
demand that is being met by our robust in-house R&D team, giving the Company an
overall edge in the marketplace. With rapid strides in the development of new products and
process technologies, we launched four new products in the agrochemicals and two in the
pharmaceuticals segment during the year. In addition, we are also seeing traction in the
Active Ingredients (AI) space and building our capabilities on this front.
As we grow our revenues, we will continue to invest in this business to
sustain healthy growth rates over the next few years. In this regard, I am pleased to
share that the Board of Directors have approved the setting up of dedicated facilities to
produce agrochemicals intermediates at Dahej, Gujarat, at a cost upwards of Rs 200 crore.
In addition to that, the Board approved a project to set up a Pharma Intermediates Plant
(PIP) at a cost of Rs 190 crore, which will strengthen SRF's pharma capabilities. Similar
investments alongside improved efficiencies, optimum utilisation of capacities, and other
initiatives to reduce the environmental costs of manufacturing were also announced
throughout the year.
Overall, as India's largest specialty chemicals player, SRF, in FY
2021- Rs 22, continued to maintain its 'preferred partner' status with most of its marquee
global customers.
Poised for sustainable growth, our Fluorochemicals Business delivered a
strong performance during the year. This was largely on account of higher volumes in
refrigerants, blends, and chloromethanes, in both the domestic and exports markets. Our
capabilities on backward integration allow us to control costs as well as propel the
business forward.
As an organisation that continues to evolve, grow, and progress into
the future, we are also making concerted efforts towards identifying our ESG
(Environmental, Social and Governance) risks and opportunities.
Furthermore, in our constant endeavour to offer cutting-edge products
to our customers, we enhanced our portfolio by introducing Anhydrous Hydrogen Chloride
(AHCL) for pharmaceutical applications and ramping-up production of other key products in
the Industrial Chemicals segment. Our Pharma propellant, which is sold under the brand
name of Dymel? HFA 134a/P witnessed a significant increase in sales, expanding to new
geographies and consolidating its customer footprint across the globe.
With large capex such as Polytetrafluoroethylene (PTFE), chloromethane
(CMS), etc. likely to capitalise in the next few quarters, we are looking forward to
exciting times ahead in the Fluorochemicals Business.
Packaging Films Business
In FY 2021 - Rs 22, our Packaging Films Business witnessed robust
growth of 45.2% Y-o-Y to achieve record revenues of Rs 4,779.2 crore. Both our domestic
and international facilities delivered strong performance and contributed to the overall
growth. Over-the-years, SRF's Packaging Films Business has established itself as a
renowned player in the worldwide packaging industry, with a growing market presence across
100+ countries with multi-country and multi-substrate presence. This is a result of the
Business' 'Easy to do Business with' philosophy, our geographical spread, along with
continued focus on enhancing efficiencies, innovative practices, and cost-
competitiveness.
During the year, the Company made an important announcement to further
enhance our leadership position in this segment. We have allocated a capex of Rs 425 crore
to set up an Aluminium Foil manufacturing facility near Indore in Madhya Pradesh, India,
which is expected to be commercialised in approx. 20 months. Our new BOPP film line, which
is currently under construction in Indore is also on track and expected to be commissioned
in the forthcoming quarter.
I am also happy to share that during the year, our Packaging Films
Business was recognised with two prestigious awards. Our facility at Indore was conferred
the Quality Sustainability Award at the international convention, organised by the
International Academy for Quality (IAQ). SRF FLEXIPAK, our South African facility received
the 'Sword of Honour' from the British Safety Council, demonstrating our emphasis on
superior Environment, Health, Safety (EHS) practices.
As a market leader, our focus on sustainability initiatives is our
responsibility and we will continue to work towards innovating films that have a lower
environmental footprint. We aim to foster the 'Circular Economy' where we increasingly
bring waste materials back into the economy.
Technical Textiles Business
In FY 2021 - Rs 22, our Technical Textiles Business demonstrated
promising results of 68.1% Year-overYear to achieve healthy revenues of Rs 2,085.2 crore.
This was achieved on the back of highest-ever sales volumes from the Belting Fabrics and
the Polyester Industrial Yarn segments. This contributed to partially offsetting the weak
demand for Nylon Tyre Cord Fabrics. Overall, the Company is actively focusing on improving
its operational efficiency and productivity paraments in this segment.
Other Businesses
In our Other Businesses, SRF continues to maintain market leadership in
the Coated Fabrics Business, with a high-volume share driven by improved sourcing
initiatives and plant efficiency. In the Laminated Fabrics Business, SRF retained its
price & volume leadership, with the facility operating at full capacity, achieving its
highest-ever sales in the fourth quarter. However, realisations in this segment were
adversely impacted by the continuing surplus supply situation.
Our People are our Real Assets
I would like to emphasise at this point that our passionate workforce
is our core business asset. I want to thank the employees of SRF for their hard work,
dedication, and resilience in scripting our success story.
As most of our teams have now returned to our offices, I have had the
opportunity to rediscover the collaborative culture that makes us such a unique and
extraordinary Company.
Expanding our Community Impact
SRF Foundation, the CSR arm of SRF, has deep expertise in supporting
transformative education initiatives at local and grassroot levels, including improving
student-learning outcomes for more than one lakh fifty thousand students in India. We also
go beyond traditional education by imparting vocational skill training to the youth,
making them employable and contributing citizens of our country.
More importantly, our employees worldwide share our passion for
community service. They volunteer and leverage their skills and experience to make a
difference in the world. I am grateful to my team for their commitment towards making a
positive change in our society.
In closing
On behalf of the Board and management, I thank you, our shareholders,
for your continued support. I am confident that, with the actions we have outlined to
continue driving growth, we will create long-term and sustainable value for our
stakeholders.
| Stay well. |
| Sincerely, |
| Ashish Bharat Ram |
| Chairman & Managing Director SRF Limited |
SRF Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 52nd Annual Report for the year
ended March 31, 2023.
Financial Results
('Rs in Crores)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
12,073.84 |
9,953.44 |
14,870.25 |
12,433.66 |
Other income |
106.06 |
135.31 |
74.93 |
115.51 |
Total Income |
12,179.90 |
10,088.75 |
14,945.18 |
12,549.17 |
Profit Before Interest, Depreciation & Tax (PBIDT) |
3,300.12 |
2,668.72 |
3,604.13 |
3,218.71 |
Less: Interest & Finance Charge |
175.82 |
94.45 |
204.82 |
115.93 |
Less: Depreciation and amortisation charge |
468.44 |
419.23 |
575.32 |
517.23 |
Profit Before Tax (PBT) |
2,655.86 |
2,155.04 |
2,823.99 |
2,585.55 |
Less: Provision For Taxation including Deferred Tax |
632.50 |
648.03 |
661.65 |
696.63 |
Charge |
|
|
|
|
Profit After Taxation (PAT) |
2,023.36 |
1,507.01 |
2,162.34 |
1,888.92 |
Add: Profit Brought Forward |
5,841.95 |
4,551.58 |
6785.77 |
5,113.66 |
Total |
7,865.31 |
6,058.59 |
8,948.11 |
7,002.58 |
Appropriation
('Rs in Crores)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Interim dividend on Equity Shares |
213.43 |
211.89 |
213.43 |
211.89 |
Other comprehensive income arising from re-measurement of defined
benefit obligation |
7.90 |
4.75 |
7.71 |
4.92 |
Amount transferred to Debenture Redemption Reserve |
- |
- |
|
- |
Profit carried to Balance Sheet |
7,643.97 |
5,841.96 |
8,726.97 |
6,785.77 |
Operations Review
Total revenue from operations of the Company on standalone basis increased by 21.30%
per cent from Rs 9,953.44 Crores in 2021-22 to Rs 12,073.84
Crores in 2022-23. The profit before interest, depreciation and tax (PBIDT) including
'other incomeRs on a standalone basis increased from Rs 2,668.72 Crores in
2021-22 to Rs 3,300.12 Crores in 2022-23.
Profit before tax (PBT) from continuing operations on a standalone basis increased by
23.24% per cent from Rs 2,155.04 Crores in 2021-22 to Rs 2,655.86
Crores in 2022-23. After accounting for the provision for tax of Rs 632.50
Crores, profit after tax (PAT) on continuing operations on a standalone basis increased by
34.26 per cent from Rs 1,507.01 Crores in 2021-22 to Rs 2,023.36
Crores in 2022-23
Total revenue from operations of the Company on consolidated basis
increased by 19.60 per cent from Rs 12,433.66 Crores in 2021-22 to Rs 14,870.25
Crores in 2022-23. The profit before interest, depreciation and tax (PBIDT) including
'other incomeRs on a consolidated basis increased from Rs 3,218.71 Crores in
2021-22 to Rs 3,604.13 Crores in 2022-23.
Profit before tax (PBT) from continuing operations on a consolidated basis increased by
9.22 per cent from Rs 2,585.55 Crores in 2021-22 to Rs 2,823.99
Crores in 2022-23. After accounting for the provision for tax of Rs 661.65
Crores, profit after tax (PAT) on continuing operations on a consolidated basis increased
by 14.47 per cent from Rs 1,888.92 Crores in 2021-22 to Rs 2,162.34
Crores in 2022-23.
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, the Board allotted 3,800 equity shares of Rs 10/- each
at par under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an
eligible employee on July 21, 2022.
In view of the above, the paid up share capital of the Company increased from Rs 2,96,42,10,250
divided into 29,64,21,025 equity shares of Rs 10/- each to Rs 2,96,42,48,250
divided into 29,64,24,825 equity shares of Rs 10/- each.
Non-Convertible Debentures
During the year, the Company redeemed Listed, Rated, Secured, Taxable, Redeemable
Non-Convertible Debentures of Rs 250 Crores on September 16, 2022.
Equity Dividend
During the year, your Company has paid two interim dividends of Rs 3.60
per share each amounting to Rs 213.43 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.
Business Responsibility and Sustainability Report
ESG Report for FY 2022-23 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 Sustainability Report has been prepared
for 2022-23 and is presented along with the above ESG Report.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2023, 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, 2023 includes the profit and loss
account for these 7 (seven) wholly owned subsidiaries for the Financial Year ended March
31, 2023.
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.
It is a material subsidiary determined in accordance with the policy on Material
Subsidiary Companies.
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 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 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. 394. The Policy for determining material subsidiaries as approved may
be accessed on the Company's website at the link:
https://www.srf.com/wp-content/
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, Mr. Ashish Bharat Ram was redesignated as Chairman and Managing
Director and Mr. Kartik Bharat Ram was redesignated as Joint Managing Director wef April
1, 2022 by the members in their last Annual General Meeting held on July 21, 2022.
Mr. Vellayan Subbiah was appointed as a Non-executive and Non-Independent Director and
Mr. Raj Kumar Jain was appointed as an Independent Director for a term of 5 years by the
members in their last Annual General Meeting held on July 21, 2022.
The members of the Company at the 49th Annual General Meeting appointed Mr.
Pramod Gopaldas Gujarathi as Director (Safety & Environment) and Occupier for a term
of three years upto Match 31, 2023.
The Board has re-appointed Mr. Pramod Gopaldas Gujarathi for a period of 3 years wef
April 1, 2023 subject to approval by shareholders through special resolution at the
ensuing Annual General Meeting.
The Members of the Company at the 48th Annual General Meeting held on August
5, 2019 had appointed Ms. Bharti Gupta Ramola, Mr. Puneet Yadu Dalmia and Mr. Yash Gupta
as Independent Director(s) of the Company. The present term of Ms. Bharti Gupta Ramola is
ending on February 3, 2024 and terms of both Mr. Puneet Yadu Dalmia and Mr. Yash Gupta are
ending on March 31, 2024.
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 and are eligible for reappointment.
They are also independent of the management.
The Board on the recommendation of Nomination and Remuneration Committee has
recommended the proposals for reappointment of Ms. Bharti Gupta Ramola for a further
period of 5 years w.e.f. February 04, 2024 and both Mr. Puneet Yadu Dalmia and Mr. Yash
Gupta for a further period of 5 years each w.e.f. April 1, 2024 for approval of the
shareholders through special resolution(s) at the forthcoming Annual General Meeting.
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.
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 DirectorsRs 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 2022-23, Five meetings of the Board of Directors were held. For further
details, please refer to report on Corporate Governance on page no. 161 of this Annual
Report.
DirectorsRs 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 armsRs length
basis or as approved by the Audit Committee /Board in accordance with the requirements of
the Companies Act and Listing regulations. These contracts/ arrangements/ transactions
were entered 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 2022-23 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.
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
As per the requirements of section 135 (5) of the Companies Act 2013, the CSR
Obligation for FY 2022-23 was Rs 28.56 Crores. The Board upon
recommendations of CSR Committee approved the Annual budget of Rs 28.63
Crores towards CSR expenditure which was duly spent during the year.
Annual Report on CSR activities is annexed herewith as Annexure II.
Risk Management
The company has a well-established risk management framework to identify, assess and
frame a response to threats that can affect its business objectives and stakeholders. The
risk management process consists of risk identification, risk assessment, risk
prioritization, risk treatment or mitigation, risk monitoring and documenting the new
risks.
The risks identified by the company broadly fall into the following categories viz.
strategic risks, operational risks, regulatory risks, financial and reporting risks, IT
& cyber risks, sectoral risks, and sustainability including ESG Risk.
Further, to oversee key risks and assist in efficient management of risk management
process, the Board has constituted a 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. In the opinion of your Board, none of the risks which have been identified
may threaten the existence of the Company.
Internal Financial Controls
The Company believes that Internal Control is a necessary concomitant of the principle
of Governance and 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 of:
• 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
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 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, 3,800 equity shares were allotted under Part B- SRF ESPS, 2018 of the
SRF Long Term Share Incentive Plan, 2018 to an eligible employee. There has been no change
in the said Plan which was approved by the shareholders through postal ballot 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. 263 of the
Annual Report 2022-23. Note No.
1.B.17 forming part of the Accounting Policies which refers to this is also appearing
on page no. 213 of the Annual Report 2022-23.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, 2021-22 and 202223 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 2022-23 was Rs 68.26 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 09, 2023 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. During the year Mr. Vellayan Subbiah ceased to be as the member of Audit Committee
w.e.f closing of business hours of 9th May 2022 and Mr. Raj Kumar Jain was
appointed as Member of the Audit Committee w.e.f May 10, 2022.
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.
It is proposed to re-appoint BSR & Co. LLP, Chartered Accountants (Registration No.
101248W/W-100022) as Statutory Auditors for 5 years from the forthcoming annual general
meeting till the conclusion of 57th annual general meeting. Their
re-appointment shall be as per the provisions of the Companies Act, 2013 and rules made
thereunder. They have submitted their certificate to the effect that they fulfil the
requirements of Section 141 of the Companies Act, 2013.
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 2023-24 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 2023-24 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 2023-24 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 2021-22, 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 17, 2022. The due date for filing was August 20, 2022.
Secretarial Auditor
The Board has appointed M/s Sanjay Grover & Associates, Practising Company
Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial
Audit Report for the financial year ended March 31, 2023 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 9, 2023 issued as per regulation 24A
of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 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 need 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 DirectorsRs report.
Annual Return
The Annual Return (MGT-7) of the Company as on March 31, 2023 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 DirectorsRs 'General MeetingsRs and 'DividendRs
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 and Managing Director/ Joint 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, two complaints were
received which were duly disposed off.
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 09, 2023 |
Chairman & Managing Director |
Place: Gurugram |
(DIN - 00671567) |