Dear Members,
Your Directors are pleased to present the 53rd Annual Report
for the year ended March 31, 2024.
Financial Results
(' in Crores)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations |
10,786.67 |
12,073.84 |
13,138.52 |
14,870.25 |
Other income |
119.42 |
106.06 |
83.02 |
74.93 |
Total Income |
10,906.09 |
12,179.90 |
13,221.54 |
14,945.18 |
Profit Before Interest, Depreciation & Tax (PBIDT) |
2,509.33 |
3,300.12 |
2,667.13 |
3,604.13 |
Less: Interest & Finance Charge |
235.60 |
175.82 |
302.29 |
204.82 |
Less: Depreciation and amortisation charge |
555.85 |
468.44 |
672.62 |
575.32 |
Profit Before Tax (PBT) |
1,717.88 |
2,655.86 |
1,692.22 |
2,823.99 |
Less: Provision For Taxation including Deferred Tax Charge |
343.85 |
632.50 |
356.51 |
661.65 |
Profit After Taxation (PAT) |
1,374.03 |
2,023.36 |
1,335.71 |
2,162.34 |
Add: Profit Brought Forward |
7,643.98 |
5841.95 |
8726.97 |
6785.77 |
Total |
9018.01 |
7865.31 |
10062.68 |
8948.11 |
Appropriation
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Interim dividend on Equity Shares |
213.43 |
213.43 |
213.43 |
213.43 |
Other comprehensive income arising from remeasurement of
defined benefit obligation |
3.43 |
7.90 |
4.73 |
7.71 |
Amount transferred to Debenture Redemption Reserve |
- |
- |
- |
- |
Profit carried to Balance Sheet |
8,801.15 |
7,643.98 |
9,844.52 |
8,726.97 |
Operations Review
Total revenue from operations of the Company on standalone basis
decreased by 10.66 per cent from ' 12,073.84 Crores in 2022-23 to ' 10,786.67 Crores in
2023-24. The profit before interest, depreciation and tax (PBIDT) including 'other income'
on a standalone basis decrease from to ' 3,300.12 Crores in 2022-23 to ' 2,509.33 Crores
in 2023-24.
Profit before tax (PBT) from continuing operations on a standalone
basis decreased by 35.32 % per cent from ' 2,655.86 Crores in 2022-23 to '. 1,717.88
Crores in 2023-24. After accounting for the provision for tax of ' 343.85 Crores, profit
after tax (PAT) on continuing operations on a standalone basis decreased by 32.09 per cent
from ' 2,023.36 Crores in 2022-23 to ' 1,374.03 Crores in 2023-24
Total revenue from operations of the Company on consolidated basis
decreased by 11.65 per cent from ' 14,870.25 Crores in 2022-23 to ' 13,138.52 Crores in
2023-24. The profit before interest, depreciation and tax (PBIDT) including 'other income'
on a consolidated basis decreased from ' 3,604.13 Crores in 2022-23 to ' 2,667.13 Crores
in 2023-24.
Profit before tax (PBT) from continuing operations on a consolidated
basis decreased by 40.08 per cent from ' 2,823.99 Crores in 2022-23 to ' 1,692.22 Crores
in 2023-24. After accounting for the provision for tax of ' 356.51 Crores, profit after
tax (PAT) on continuing operations on a consolidated basis decreased by 38.23 per cent
from ' 2,162.34 Crores in 2022-23 to ' 1,335.71 Crores in 2023-24.
Equity Dividend
During the year, your Company has paid two interim dividends of ' 3.60
per share each amounting to' 213.43 Crores. The Board of Directors of the Company has not
recommended any final dividend.
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 above Interim dividends.
Share Capital
During the year, there was no change in the paid-up share capital of
the Company. The paid-up share capital of the Company stood at ' 296,42,48,250 divided
into 29,64,24,825 equity shares of ' 10/- each.
Non-Convertible Debentures
During the year, the Company has not issued any Non-Convertible
Debentures.
As per erstwhile Regulation 50B of SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Operational
Circular dated August 10, 2021, a large corporate borrower was required to raise a minimum
of 25% of their incremental borrowings in a financial year through issuance of debt
securities which were to be met over a contiguous block of three years from Financial Year
(FY) 2022 onwards. SRF Limited qualified as a large corporate borrower in terms of the
said regulations. During FY24 the Company has raised an incremental borrowing of ' 200
Crores on March 26, 2024 and compliance with respect to Regulation 50B would have been met
in the subsequent financial year.
As per SEBI Circular No. SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172
dated October 19, 2023, the Company no longer falls under the definition of a Large
Corporate Borrower, Hence the Company is not required to issue any debt securities. The
aboveexplanation is intended to meet the requirements laid down under the Regulation 50B
of SEBI read with aforesaid circular.
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 2023-24 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 2023-24 and is presented along with the above ESG Report.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2024, your Company had 8 (eight) wholly owned
subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered
in India and remaining 6 (six) are registered outside India. 3 (three) of these are direct
wholly owned subsidiaries and rest 5 (five) are step-down wholly owned subsidiaries. The
consolidated profit and loss account for the period ended March 31, 2024 includes the
profit and loss account for these 8 (eight) wholly owned subsidiaries for the Financial
Year ended March 31, 2024.
These subsidiaries are: -
1. S RF 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 5 (five) step-down subsidiaries of the Company.
2. S RF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF
Global BV) is incorporated in Thailand and 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 and engaged in manufacture and distribution
of packaging films.
4. S RF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF
Global BV) is incorporated in South Africa and presently engaged 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 Middle East LLC (a wholly owned subsidiary of SRF Global BV)
incorporated in UAE during the year. It is engaged in business of trading in refrigerant
gases in Middle East.
7. 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.
8. S RF Altech Limited is a wholly owned subsidiary of the Company
incorporated in India. It is engaged in the business of manufacture of Aluminium 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. 434. The Policy for determining material
subsidiaries as approved may be accessed on the Company's website at the link: https:/ /
www.srf.com/w p-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, the Members of the Company at the 52nd Annual General
Meeting held on June 30 2023, had re- appointed Ms. Bharti Gupta Ramola as Independent
Director of the Company for a further period of 5 years w.e.f. February 04, 2024 and Mr.
Puneet Yadu Dalmia & Mr. Yash Gupta as Independent Directors of the Company for a
further period of 5 years each w.e.f. April 1, 2024.
Mr. Lakshman Lakshminarayan (DIN: 00012554) and Mr. Tejpreet S Chopra
(DIN: 00317683) completed their second term as Independent Directors on the closing of
business hours of March 31, 2024 and accordingly ceased to be Independent Directors and
Members of the Board of Directors of the Company. The Board of Directors place on record
their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Lakshman
Lakshminarayan and Mr. Tejpreet S Chopra during their tenure.
Mr. Vellayan Subbiah, Director (DIN: 01138759), is retiring by rotation
and being eligible, offers himself for re-appointment.
The Board on the recommendation of Nomination and Remuneration
Committee has recommended the proposals for appointment of Mr. Vineet Agarwal (DIN:
00380300) and Ms. Ira Gupta (DIN: 07517101) as Independent Directors for a 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/reappointed 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. They are also independent of the
management. The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate
Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the
Directors are exempt from the requirement to undertake the online proficiency
self-assessment test conducted by IICA and the remaining have cleared the Online
Proficiency Test as prescribed under Companies (Appointment and Qualifications of
Directors) Rules, 2014 as amended.
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.
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/investors/
corporate-governance/
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
based on the criteria more particularly described in the enclosed Nomination, Appointment
and Remuneration policy. Board evaluates, its own performance, performance of the Chairman
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/2023/04/Familarisation-programme- for-Independent-Directors.pdf
During the year 2023-24, Five meetings of the Board of Directors were
held. For further details, please refer to report on Corporate Governance on page no. 196
of this Annual Report.
Directors' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act,
2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arms' length basis 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 2023-24 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 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 Company has a
Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, (Chairman
of the Committee), Mr. Yash Gupta, Mr. Lakshman Lakshminarayan, (ceased on March 31,
2024), and Ms. Ira Gupta, Independent Director (w.e.f April 1, 2024) 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/2023/05/ SRF-Corporate-Social-Responsibility-
policy-08-05-2023.pdf
As per the requirements of section 135 (5) of the Companies Act 2013,
the CSR Obligation for FY 2023-24 was ' 41.04 Crores. The Board upon recommendations of
CSR Committee approved the
Annual CSR budget of ' 41.04 Crores for the financial year 2023-24 to
be spent in accordance with the Annual Plan, as amended, recommended by the CSR Committee
and approved by the Board. Out of the said budget, an amount of ' 31.50 Crores was spent
during the year and an amount of ' 9.51 Crores which has been allocated to ongoing
projects has been transferred to SRF Limited-Unspent CSR Account- 2023-24 which will be
spent on those projects during the next three financial years. A credit of ' 0.03 Crores
(appx) has been availed out of the carried forward credit from the previous three years of
excess CSR spent over and above the CSR obligation for one or more of those financial
years.
Annual Report on CSR activities for financial year 2023-24 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 stakeholder 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 are 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:
Phe planning system that ensures drawing up of challenging goals
and formulation of detailed strategies and action plans for achieving these goals.
Phe risk assessment system that accounts for all likely threats
to the achievement of the plans and draws up contingency plans to mitigate them.
Phe 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, no 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 dated 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. 301
of the Annual Report 2023-24. Note No. 1.B.16 forming part of the Accounting Policies
which refers to this is also appearing on page no. 248 of the Annual Report 2023-24.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 2022-23 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 2023-24 was ' 46.35 per Share.
c. Other Disclosures mandated by the said circular are given in
Annexure III.
Certificate from the Sanjay Grover & Associates, Company
Secretaries, Secretarial Auditors of the Company dated May 07, 2024 that SRF Limited
Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance
with these regulations and in accordance with the special resolution approved by the
shareholders through postal ballot, result of which was declared 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 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, Ms. Bharti Gupta Ramola (Chairperson of the Committee), Mr. Raj Kumar Jain and Mr.
Yash Gupta as other members. All the recommendations made by the Audit Committee were
accepted by the Board. Mr. Lakshman Lakshminarayan ceased to be the Chairman of Audit
Committee w.e.f closing of business hours of 31st March 2024 and Mr. Yash Gupta was
appointed as a member w.e.f April 01, 2024.
Accounts and Audit
M/s B S R & Co. LLP, Chartered Accountants (Registration No.
101248W/W-100022) were re-appointed as Statutory Auditors for 5 years in 52nd annual
general meeting to hold office from the conclusion of 52nd Annual General Meeting until
the conclusion of 57th annual general meeting.
The observations of the auditors are explained wherever necessary in
appropriate notes to the accounts. The Auditors Report does not contain any qualification,
reservation, adverse remark or disclaimer.
Vigil Mechanism
In compliance with the provisions of the Companies Act, 2013 and
Listing Regulations, the company has established a vigil mechanism for directors,
employees and other stakeholders to report concerns about unethical behaviour, actual or
suspected fraud or violation of the company's code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for
employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to
Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr.
Management Personnel. These taken together constitute the vigil mechanism through which
Directors, employees and other stakeholders can voice their concerns. The Whistle blower
Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of
Conduct for Directors and Sr. Management Personnel can be accessed on the Company's
website at the link: https://www.srf. com/investors/corporate-governance/
Cost Audit
Pursuant to various circulars issued by Ministry of Corporate Affairs,
the Company is required to maintain cost records for all the products being manufactured
by it and get the same audited by a cost auditor.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost
audit of the accounts maintained by the Company for the financial year 2024-25 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
2024-25 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 2024-25 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 2022-23, 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, 2023. The due date for filing was August 23, 2023.
Secretarial Auditor
The Board has appointed M/s Sanjay Grover & Associates, Practising
Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The
Secretarial Audit Report for the financial year ended March 31, 2024 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 3, 2024 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 Directors' report.
Annual Return
The Annual Return (MGT-7) of the Company as on 31.03.2024 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.
Annual
Report 2023-24
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. D either 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. D o 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
complaints were received.
Acknowledgements
Your Directors acknowledge with gratitude the co-operation 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 |
|
Date: May 07, 2024 |
Ashish Bharat Ram Chairman &
Managing Director |
Place: Gurugram |
(DIN - 00671567) |