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Corporate Information
  •         DIRECTOR'S REPORT
SRF Ltd
Industry : Textiles - Manmade
BSE Code:503806NSE Symbol:SRFP/E(TTM):23.46
ISIN Demat:INE647A01010Div & Yield %:0.37EPS(TTM):136.67
Book Value (Rupee ):755.009177Market Cap (Rupee Cr.):18426.81Face Value(Rupee):10
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Dear Members,

Your Directors are pleased to present the 48th Annual Report for the year ended March 31, 2019.

Financial Results
र Crores
Particulars 2018-19 2017-18
Revenue from operations 6,459.34 4,677.93
other income 42.32 103.80
Total Income 6,501.66 4,781.73
Profit Before Interest, Depreciation & Tax (PBIDT) 1,195.80 888.72
Less: Interest & Finance Charge 174.65 97.97
Gross Profit 1,021.15 790.75
Less: Depreciation and Amortisation Charge 328.04 278.11
Profit Before Tax (PBT) 693.11 512.64
Less: Provision For Taxation including Deferred Tax Charge 175.93 106.98
Profit After Taxation (PAT) 517.18 405.66
Add: Profit Brought Forward 2,524.05 2,276.88
Total 3,041.23 2,682.54
Appropriation
र Crores
Particulars 2018-19 2017-18
Interim dividend on Equity Shares 68.98 68.90
Corporate Tax on Dividend 14.17 14.03
Other comprehensive income arising from remeasurement of defined benefit obligation 1.16 0.56
Amount transferred to Debenture Redemption Reserve - 75.00
Profit carried to BalanceSheet 2,956.92 2,524.05

Equity Dividend

During the year, your Company has paid two interim dividends of ##Rs. ## 6 per share each aggregating to र 12 per share, amounting to र 83.15 Crores (inclusive of taxes). 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 38.08 per cent from र 4677.93 Crores in 2017-18 to र 6,459.34 Crores in 2018-19 mainly due to increase in revenue from operations. The profit before interest, depreciation and tax (PBIDT) including ‘other income' on a standalone basis increased from र 888.72 Crores in 2017-18 to र 1,195.79 Crores in 2018-19.

Profit before tax (PBT) on a standalone basis increased by 35.20 per cent from र 512.64 Crores in 2017-18 to र 693.11 Crores in 2018-19. After accounting for the provision for taxation of र 175.93 Crores, profit after tax (PAT) on a standalone basis increased by 27.49 per cent from र 405.66 Crores in 2017-18 to र 517.18 Crores in 2018-19.

Management Discussion and Analysis

A detailed section of the Management Discussion and

Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.

Business Responsibility Report

As stipulated under the Securities and Exchange Board of India (LoDR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2018-19 and forms a part of the Board's Report. However, as a green initiative the

Business Responsibility Report for 2018-19 has been hosted on the website of the company at http://www. srf.com/investor-relations/investors.html#reports and shareholder who wants to obtain a physical copy of the same may send a request to the Company at its registered office.

Subsidiaries, Joint Ventures and Associate

Companies

As on March 31, 2019, 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, 2019 includes the profit and loss account for these 6 (six) wholly owned subsidiaries for the Financial Year ended March 31, 2019.

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 nylon tyre cord and 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 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.

6. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) incorporated in Hungary on 25th April 2018 to undertake the manufacture of packaging films in Hungary.

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. 252. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www. srf.com/pdf/2014%20(10)%2028%20-%20 Policy%20on%20material%20subsidiary%20 companies%20-%20v2%20-%20Oct14.pdf

The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. 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

Arun Bharat Ram, Director, is retiring by rotation and being eligible, offers himself for re-appointment.

All Independent Directors have submitted declarations for 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.

During the year-

1. Pramod Bhasin, Independent Director of the company resigned from the close of business hours of February 4, 2019 due to his current range of responsibilities and travel. There were no other material reasons for his resignation.

2. Vinayak Chatterjee, Independent Director of the company resigned from the close of business hours of March 31, 2019. He has resigned from the Board as he was an Independent Director since 2002 which was in accordance with the requirements of Companies Act, 2013 and Listing Regulations.

However, as a good corporate governance practice he decided to step down as a Director. There were no other material reasons for his resignation.

During the year, the Board has appointed Bharti Gupta Ramola w.e.f. February 4, 2019, Yash Gupta and Puneet Yadu Dalmia w.e.f. April

1, 2019 as Additional Independent Directors and has recommended their appointment as Independent Directors.

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 Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act and Listing Regulations.

Anoop K Joshi, President, CFo & Company Secretary of the Company retired from the services of the Company at the close of the business hours on March 31, 2019. Rahul Jain was appointed as the President & Chief Financial officerand Rajat Lakhanpal was appointed as the Vice President (Corporate Compliance) & Company Secretary of the Company w.e.f. April 1, 2019.

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.

In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non-Independent non-executive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the fulfilment Companies Act and Listing Regulations, 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 http://www.srf.com/ investor-relations/investors.html#governance

During the year 2018-19, four meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 68 of this Annual Report.

Directors' Responsibility Statement

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

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 of the the financial year and of the profit 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.

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 investments made are given in Note No. 5 of the standalone financial statement. Particulars of guarantees alongwith the purpose, are given in Note

No. 40(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 Board has constituted a Corporate Social Responsibility Committee comprising of Dr. Meenakshi Gopinath, Director (CSR) (Chairperson of the Committee), Kartik Bharat Ram, Deputy Managing Director and Lakshman Lakshminarayan, Independent Director as other members.

Arun Bharat Ram, Chairman of the Company has also been inducted as the member of the CSR Committee w.e.f, April 1, 2019.

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 http://www.srf.com/pdf/2015%20 (05)%2011%20-%20SRF%20-%20CSR%20 Policy%20-%20Board%20approved.pdf

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

During the year, the Company has spent र 10.38 Crores on CSR activities. The amount of CSR obligation under the Companies Act, 2013 was र 10.38 Crores.

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 accounting risks, foreign currency and other treasury related risks and information systems 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 in its meeting held on February 4, 2019 effective from April 1, 2019 consisting of Ashish Bharat Ram as Chairman, Kartik Bharat Ram and 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 compliance (CSA) which continuously verifies 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, the Company has allotted 60,000 Equity shares under Part-B SRF ESPS 2018 of SRF

Limited Employees Long Term Share Based Incentive

Plan – 2018 to eligible employees. There has been no material 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. 150 of the Annual Report 2018-19. Note No. 1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page no. 109 of the Annual Report 2018-19.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/investor-relations/ investors.html.

b. 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 are same. Basic EPS for 2018-19 was Rs. 90.01 per Share.

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

Certificate from the Auditors of the

May 13, 2019 that SRF Limited Long term Share based Incentives Plan, 2018 has been implemented in accordance with said regulations and in accordance with the resolutions of the company passed through Postal Ballot on March 26, 2018, 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 http://www.srf.com/pdf/Dividend%20 Distribution%20. The policy is also given in Annexure

IV of this report.

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 Listing Regulations is attached to the report as Annexure V.

In compliance with the requirements of the regulation

17(8) of the aforesaid regulations, a certificate

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 the Corporate Governance Report. A copy of the

Code is also placed at the website of the Company (www.srf.com).

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, 2019 the Audit Committee comprised of Independent Directors namely Vinayak Chatterjee (Chairman of the Committee), Lakshman Lakshminarayan and Vellayan Subbiah as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Further, w.e.f. April 1, 2019 the composition of Audit Committee comprises of Lakshman Lakshminarayan as Chairman of the Committee, Vellayan Subbiah and Bharti Gupta Ramola as members of the Committee.

Accounts and Audit

M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248w/w-100022) were appointed as Statutory Auditors for 5 years on 47th

Annual General Meeting to hold office 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 whistleblower 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: http://www.srf.com/investor-relations/investors. html#governance

Cost Audit

As per the requirement of Section 148(1) and other applicable provisions of the Companies Act, 2013, the Company is required to maintain Cost Records for all the products being manufactured by it. The same are being maintained by the Company and Audited by the Cost Auditors.

M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2019-20 in respect of all the relevant product groups of Technical Textiles Business and other Businesses.

M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2019-20 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company. from the 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 2019-20 is subject to ratification

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 2017-18, 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 5th September 2018. The due date for filing was 7th September 2018.

Secretarial Auditor

The Board has appointed M/s Sanjay Grover &

Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended

March 31, 2019 is annexed herewith as Annexure VI to this Report. The Secretarial Audit Report does not remark. Containany Further, Secretarial Compliance Report dated May 13, 2019, 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.

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. 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 VII.

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

The details as required under the Companies

(Accounts) Rules, 2014 are given as Annexure VIII to the Directors' report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure IX to this Report.

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, one complaint was received and the same has been disposed off in accordance with the requirements of the Act.

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

Arun Bharat Ram
Date: May 13, 2019 Chairman
Place: Gurugram (DIN – 00694766)