The Directors are pleased to present the 40th Annual Report for the
year ended 31 March 2011.
Financial Results
(Rs crore)
2010-11 2009-10
Net Sales 2986.06 2181.08
Profit Before Interest, Depreciation
& Tax (PBIDT) 912.21 649.40
Less: Interest & Finance Charges (Net) 83.02 64.24
Gross Profit 829.19 585.16
Less: Depreciation 151.71 131.25
Profit Before Tax (PBT) 677.48 453.91
Less: Provision For Taxation
including Deferred Tax Charge 194.04 144.49
Profit After Taxation (PAT) 483.44 309.42
Add: Profit Brought Forward 627.14 482.07
Surplus available for appropriation 1110.58 791.49
Appropriation
(Rs crore)
2010-11 2009-10
Interim dividend on Equity Shares 84.71 84.71
Corporate Tax on Dividend 14.06 14.39
Amount transferred to General Reserve 35.00 50.00
Amount transferred to Debenture
Redemption Reserve 30.25 30.25
Profit carried to Balance Sheet 627.14 931.56
Total 1110.58 791.49
Equity Dividend
The Board of Directors of the Company has not recommended any final
dividend. During the year, your Company has paid two interim dividends
each of Rs. 7 per share aggregating to Rs. 14 per share.
Operations Review
Net sales of the Company grew by 36.91 per cent from Rs. 2181.08 crore
in 2009-10 to Rs. 2986.06 crore in 2010-11. Profit before interest,
depreciation and tax (PBIDT) including other income increased from
Rs. 649.40 crore in 2009-10 to Rs. 912.21 crore in 2010-11.
Profit before tax (PBT) increased by 49.25 per cent from Rs. 453.91
crore in 2009-10 to Rs. 677.48 crore in 2010-11. After accounting for
the provision for taxation of Rs. 194.04 crore, which includes deferred
tax charge and provision relating to earlier years, profit after tax
(PAT) grew by
56.24 per cent from Rs. 309.42 crore in 2009-10 to Rs. 483.44 crore in
2010-11.
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.
Subsidiary Companies
Restructuring of shareholding in international subsidiaries
During the year, the entire shareholding of the Company in SRF Overseas
Ltd. was transferred to SRF Tech textile BV with effect from 1.5.2010.
SRF Global B.V.
SRF Global B.V. has reported a loss of US$ 0.84 lakhs during the year
2010-11 on account of administrative expenses.
SRF Tech textile B.V.
SRF Tech textile B.V., a wholly owned subsidiary of SRF Global B.V. has
reported a loss of US$ 5.47 lakhs during the year 2010-11.
SRF Technical Textiles (Thailand) Ltd.
SRF Technical Textiles (Thailand) Ltd. (SRFTTT), a wholly owned
subsidiary of SRF Tech textile B.V. is a company incorporated in
Thailand and engaged in the manufacture and distribution of nylon tyre
cord. For the year 2010-11, the turnover of the company was THB 1710.55
million and net profit was THB 26.03 million.
SRF Industex Belting (Pty) Ltd.
SRF Industex Belting (Pty) Ltd. (SRFIB), a wholly owned subsidiary of
SRF Tech textile B.V. is a company incorporated in South Africa and
engaged in the manufacture of belting fabrics. For the year 2010-11,
the turnover of the company was ZAR 143.62 million and net profit was
ZAR 6.60 million.
SRF Overseas Ltd. (SRFO)
SRFO, a wholly owned subsidiary of SRF Tech textile B.V, is operating
out of Dubai and is an arm of the Technical Textiles Business (TTB)
targeted at the markets of Middle East, Europe and Africa. During the
year 2010-11, turnover of the Company was AED 129.89 million and the
company incurred a loss of AED 3.30 million.
Other Subsidiaries
SRF Transnational Holdings Ltd. incurred a loss of Rs. 73.58 lakhs
during the year 2010-11.
SRF Properties Ltd. earned a net profit (PAT) of Rs. 10.62 lakhs during
the year 2010-11.
SRF Holiday Home Limited has incurred a loss of Rs. 0.25 lakhs during
the year 2010-11.
SRF Fluorochemicals Limited, SRF Energy Limited and SRF Fluor Private
Limited had not started any operations.
Annual accounts of the subsidiary companies and the related detailed
information can be obtained on request by the
shareholders of the Company and of the subsidiary companies. These are
also available for inspection at the Corporate Office of the Company
and at the respective registered offices of the subsidiaries between 11
A.M. to 1 P.M. on all working days.
Directors
S P Agarwala and Vinayak Chatterjee are retiring by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re- appointment. Brief resumes of the Directors offering themselves for
re-appointment are furnished in the explanatory statement to the notice
of the ensuing Annual General Meeting.
Directors Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
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 or loss of the Company for the period under review;
(iii) that the Directors have 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; and
(iv) that the Directors have prepared the annual accounts for the year
ended 31st March 2011 on a going concern basis.
The Company is controlled by Arun Bharat Ram Group (Promoter Group)
being a group as defined under the Monopolies and Restrictive Trade
Practices Act, 1969. The Promoter Group consists of various individuals
and corporate bodies who are in a position to and who jointly exercise
control over the Company. A list of these individuals and corporate
entities is as follows:
a) Arun Bharat Ram; b) Ashish Bharat Ram; c) Kartikeya Bharat Ram; d)
Mrs. Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f) Mrs. Vasvi Bharat
Ram; g) Mrs. Radhika Bharat Ram; h) KAMA Holdings Ltd.; i) KAMA Realty
(Delhi) Ltd.; j) Srishti Westend Greens Farms Private Limited; k) Karm
Farms Private Limited; l) Karmav Holdings Private Limited; m) Skylark
Investments & Trading Pvt. Ltd.; n) Shri Educare Limited.; and o) Shri
Educare Maldives Private Limited.
Buy-back of Shares
The Board of Directors at its meeting held on 26.2.2011 announced buy-
back of fully paid up equity shares for an amount not exceeding Rs. 90
crore at a maximum price of Rs. 380 per share from the open market
through stock exchanges.
Till date, the Company has bought back 58,851 equity shares absorbing
an amount of Rs. 1.97 crore.
Listing of Equity Shares
SRFs equity shares are listed at the Bombay Stock Exchange Ltd. and
the National Stock Exchange of India Ltd.
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement with the stock exchanges is attached to the report as
annexure 1.
In compliance with the requirements of Clause 49(V), a certificate from
Managing Director and the President & Chief Financial Officer 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
In accordance with the accounting standard (AS-21), your Directors are
pleased to attach the consolidated financial statements, which form
part of the Annual Report and Accounts.
Accounts and Audit
The auditors, M/s Deloitte Haskins & Sells retire at the conclusion of
the 40th Annual General Meeting and being eligible, offer themselves
for re-appointment. The observations of the auditors are explained
wherever necessary in appropriate notes to the accounts.
Cost Audit
Mr. Harkesh Kumar Tara, Cost Accountant, has been appointed to conduct
cost audit of the accounts maintained by the Company in respect of its
nylon products for the financial year 2011-12.
The Cost Audit report for audit of nylon for the year 2009-10
conducted by Mr Prakash Kumar Varma, Cost Accountant (M. No. 3541), has
been fled with the Ministry of Corporate Affairs on the due date.
Internal Control System
The Companys internal control system includes audit and verification
of compliance with defined policies and procedures by Internal Audit
Function. The internal auditors independently evaluate the adequacy of
internal controls and audit the sample of the transactions in value
terms. Independence of the audit is ensured by the direct reporting of
internal audit function to the Audit Committee of the Board.
Fixed Deposits
Your Company discontinued accepting/ renewing fixed deposits since 14
August 2004. Deposits accepted from Public which have matured and are
unclaimed are being refected under Unclaimed fixed deposits (including
interest) in Current Liabilities & Provisions (Schedule 8 to the
annual accounts).
Personnel
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees), Rules, 1975, as
amended, the names and other particulars of employees are set out in
the annexure 2 to the Directors Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as annexure 3 to
the Directors report.
Industrial Relations
The Company continued to generally maintain harmonious and cordial
relations with its workers in all its businesses.
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
Arun Bharat Ram
Chairman
Date : May 9, 2011
Place: Gurgaon
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