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Company Information

Home » Market » Company Information

SRF Ltd.

Nov 26
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VOLUME : 56609
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2544.00
Nov 26
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VOLUME : 855393
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Market Cap. ( ₹ ) 61983.12 Cr. P/BV 9.04 Book Value ( ₹ ) 231.28
52 Week High/Low ( ₹ ) 2538/1005 FV/ML 10/1 P/E(X) 51.74
Bookclosure 14/10/2021 TTM EPS ( ₹ ) 50.04 Div Yield (%) 1.15
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2021-03 

Dear Members,

Your Directors are pleased to present the 50th Annual Report for the year ended March 31, 2021.

(' in Crores)

Particulars

Standalone

Consolidated

2020-21

2019-20

2020-21

2019-20

Revenue from operations

6,988.32

6,330.84

8,400.04

7,209.41

Other income

63.30

53.29

66.35

49.05

Total Income

7,051.62

6,384.13

8,466.39

7,258.46

Profit Before Interest, Depreciation & Tax (PBIDT)

1,804.78

1,315.80

2,199.68

1,503.99

Less: Interest & Finance Charge

111.21

182.11

133.95

200.68

Less: Depreciation and amortisation charge

383.60

353.21

453.08

388.61

Profit Before Tax (PBT) from continuing operations

1,309.97

780.48

1,612.65

914.70

Less: Provision For Taxation including Deferred Tax Charge

384.91

(13.11)

414.40

(1.20)

Profit After Taxation (PAT) from continuing operations

925.06

793.59

1,198.25

915.90

Profit Before Tax (PBT) from discontinued operations*

-

241.82

(2.73)

155.85

Less: Provision For Taxation including Deferred Tax Charge

-

61.23

(2.42)

52.66

Profit After Taxation (PAT) from discontinued operations

-

180.59

(0.31)

103.19

Total Profit After Taxation (PAT) from continuing and discontinued operations

925.06

974.18

1,197.94

1,019.09

Add: Profit Brought Forward

3,828.76

2,956.92

4,117.69

3,201.00

Total

4,753.82

3,931.10

5,315.63

4,220.09

Equity Dividend

During the year, your Company has paid two interim dividends of ' 5 per share and ' 19 per share aggregating to ' 24 per share, amounting to ' 141.31 Crores. The Board of Directors of the Company has not recommended any final dividend.

Operations Review

Total revenue from operations of the Company on standalone basis increased by 10.38 per cent from ' 6330.84 Crores in 2019-20 to ' 6988.32 Crores in 2020-21. The profit before interest, depreciation and tax (PBIDT) including 'other income' on a standalone basis increased from ' 1315.80 Crores in 2019-20 to ' 1804.78 Crores in 2020-21.

Profit before tax (PBT) from continuing operations on a standalone basis increased by 67.84 per cent from ' 780.48 Crores in 2019-20 to ' 1309.97 Crores in 2020-21. After accounting for the provision for tax of ' 384.91 Crores, profit after tax (PAT) on continuing operations on a standalone basis increased by 16.56 per cent from ' 793.59 Crores in 2019-20 to ' 925.06 Crores in 2020-21

Total revenue from operations of the Company on consolidated basis increased by 16.51 per cent from ' 7209.41 Crores in 2019-20 to ' 8400.04 Crores in 2020-21. The profit before interest, depreciation and tax (PBIDT) including 'other income' on a consolidated basis increased from ' 1503.09 Crores in 2019-20 to ' 2199.68 Crores in 2020-21.

Profit before tax (PBT) from continuing operations on a consolidated basis increased by 76.30 per cent from ' 914.70 Crores in 2019-20 to ' 1612.65 Crores in 2020-21. After accounting for the provision for tax of

' 414.40 Crores, profit after tax (PAT) on continuing operations on a consolidated basis increased by 30.89 per cent from ' 915.90 Crores in 2019-20 to ' 1198.25 Crores in 2020-21.

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.

Qualified Institutional Placement (QIP)

During the year the Company allotted 1764705 equity shares through Qualified Institutional Placement (QIP) at an issue price of ' 4250 per equity share (including a premium of ' 4240 per equity share) aggregating to ' 750 crore on October 17, 2020. Pursuant to the said allotment the paid up equity capital of the Company increased from ' 574805000 divided into 57480500 shares of ' 10 each to ' 592452050 divided into 59245205 shares of ' 10 each. Details of utilization of QIP proceeds are given in Corporate Governance Report which forms part of the Board's Report.

Non-Convertible Debentures (NCD)

During the year the Company allotted Listed, Rated, Secured, Taxable, Redeemable, Non-Convertible Debentures of ' 250 Crores on September 17, 2020 with maturity date of September 16, 2022.

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

The Company has voluntarily decided to disclose the Environment, Social and Governance Initiatives taken by it from time to time in a ESG Report for

FY 2020-21 which 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 2020-21 and is presented along with the above ESG Report.

Subsidiaries, Joint Ventures and Associate companies

As on March 31, 2021, your Company had 6 (six) wholly owned subsidiary companies whereby 1 (one) wholly owned subsidiary company is registered in India and remaining 5 (five) are registered outside India. 2 (two) 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, 2021 includes the profit and loss account for these 6 (six) wholly owned subsidiaries for the complete Financial Year ended March 31, 2021.

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 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.

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. 348. 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-Ltds-policy-on-dealing-

with-Related-Party-Transactions.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

Dr. Meenakshi Gopinath, Director CSR, is retiring by rotation and has expressed her intention not to seek re-appointment. Your Board places on record its sincere appreciation for the contribution made by her during her tenure.

Mr. Arun Bharat Ram has expressed his intention to step down as Executive Chairman and Director of the Company from the closing hours on March 31, 2022.

Mr. Arun Bharat Ram joined the Board of the Company in 1975 and has been instrumental to the spectacular success of the Company and the Group over the last five decades. Considering his tremendous experience, it would be in the interest of the Company to continue to benefit from his rich experience, valuable knowledge and wisdom from time to time in a role of the mentor to the Board of Directors.

In light of the above and in recognition of his services, the Board at its meeting held on July 28, 2021, on the recommendation of Nomination and Remuneration Committee and with approval by the Audit Committee recommend to the shareholders to confer Mr. Arun Bharat Ram, the status and title of Chairman Emeritus of the Company for a term of five years with effect from April 01, 2022 on the terms and conditions as stated in the resolution contained in the notice of the 50th 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 been advised to undergo the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules,

2014 as amended.

During the year, the board has re-appointed Mr. Kartik Bharat Ram as Deputy Managing Director and resolutions for his re-appointment form part of the notice for the AGM. The Board recommends for his re-appointment. His resume is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

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/2021/04/2019-02-04-SRF-NRC-Policy.pdf

In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, NonIndependent non- executive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Regulations, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company's governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.

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/uplo ads/2021/04/2021-Familarisation-programme-for-Independent-Directors-v2.pdf

During the year 2020-21, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 135 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) i n 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 Cthe Act') in Form No. AOC-2 is not applicable to the Company for FY 2020-21 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 Dr. Meenakshi Gopinath,

Director (CSR) (Chairperson of the Committee), Mr. Arun Bharat Ram, Chairman of the Company, Mr. Kartik Bharat Ram, Deputy Managing Director and Mr. Lakshman Lakshminarayan, 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

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

During the year, the provisions of Companies Act 2013 were amended and consequently the Annual Budget for CSR for financial year ended March 31, 2021 was recomputed to ' 12.88 Crores. Out of this, total spending on CSR during the year is ' 10.18 Crores and the remaining amount of ' 2.70 Crores has been earmarked for ongoing projects which commenced during the year. Accordingly, the said amount of ' 2.70 Crores was transferred to a separate SRF Limited-Unspent CSR Account- 2020-21 to be spent on ongoing projects. 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, no equity shares were allotted under SRF Limited Long Term Share Based Incentive Plan, 2018 to eligible employees.. There has been no change in the said Plan. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. In Compliance with Circular dated June 16, 2015 issued by SEBI under the said Regulations, necessary disclosures 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. 227 of the Annual Report 2020-21. Note No.

1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page

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 March 31, 2021 the Audit Committee comprises of Independent Directors namely, Mr. Lakshman Lakshminarayan (Chairman of the Committee), Mr. Vellayan Subbiah and Ms. Bharti Gupta Ramola 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

no. 180 of the Annual Report 2020-21.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, 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. Hence, the diluted EPS and basic EPS for this year are the same. Basic EPS for 2020-21 from continuing and discontinued operations was ' 158.72 per Share.

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

Certificate from the Auditors of the Company dated July 28, 2021 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 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 Managing Director is enclosed as a part of

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 2021-22 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 2021-22 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 2021-22 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 2019-20, 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 28, 2020. The due date for filing was August 29, 2020.

Secretarial Auditor

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 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 19, 2021 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.

Responding to an Unprecedented Challenge: The COVID-19 Pandemic

FY 2020-21 was an unprecedented year with COVID-19 Pandemic impacting the globe and global supply chains, amidst the biggest health crisis ever faced by the world. In order to respond to the pandemic effectively, SRF navigated through these difficult times by developing and adopting a multi-pronged strategy. While the disruption in operations due to the COVID-19 related nationwide lockdown weighed on the overall performance, the company demonstrated agility in the expeditious resumption of manufacturing, keeping all safety measures into consideration as well as the supply chain and distribution operations to support the customer requirements efficiently.

The company practised extreme care and caution towards safeguarding the health and well-being of its employees and partners. The company adhered to various guidelines and advisories issued by the authorities from time-to-time including maintaining social distancing at all its plant operations. In addition to the employees and partners, looking after the communities has been of paramount importance to the company.

Personnel

The statement containing names of top ten employees in terms of remuneration drawn and the particulars 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 general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 31.03.2021 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, no complaint was received.