SRF Polymers

The Directors are pleased to present the eight Annual Report on the
 business and operations of the Company and the statement of accounts
 for the year ended 31st March, 2008.
 
 FINANCIAL RESULTS
 
                                                    (Rs. Crores) 
                                                  2007-08      2006-07
 
 Sales and Other Income                           169.73       165.10
 Profit Before Interest, and Depreciation         (1.73)        15.80
 & Tax (EBIDTA)
 Less: Interest & Finance Charges                  12.41         7.60
 Profit before Depreciation and Tax              (14.15)         8.20
 (PBDT)
 Less: Depreciation                                4.75          2.18
 Profit before Tax (PBT)                          (18.9)         6.02
 Less: Provision For Taxes (including              (4.9)        (0.12)
 provision for deferred tax)
 Net Profit after Tax (PAT)                       (14.0)         6.14
 Add: Profit brought forward from                  20.84        15.07
 previous year
 Profit available for appropriation                 6.84        21.21
 Appropriations
 Dividend on Equity shares                             -         0.32
 Corporate tax on dividend                             -         0.05
 Amount transferred to General Reserve
 Profit carried to Balance Sheet                    6.84        20.84
 Total Appropriation                                6.84        21.21
 
 Equity Dividend
 
 Due to losses in the current year, no dividend is recommended by the
 Board of Directors.
 
 Operations Review
 
 Gross Sales increased by 2% to Rs. 173.67 crores from Rs 170.17 crores
 in the previous year. Operating profit (EBIDTA) decreased by 111% to Rs
 (1.73) crores from Rs 15.80 crores mainly on account of increase in
 interest and depreciation.  Profit before tax decreased by 414 % to Rs
 (18.9) crores from Rs 6.02 crores. Profit after Tax decreased by 328 %
 to Rs (14.0) crores from Rs 6.14 crores.
 
 Business-wise Review
 
 A detailed business wise review is being given in the
 
 Management Discussion and Analysis section of the annual report.
 
 Subsidiary Companies
 
 SRF Polymers Investments Ltd. the wholly-owned subsidiary of the
 Company made a loss of Rs. 2.08 Crores during the year 2007-08 mainly
 on account of payment of interest on loans.
 
 Information in respect of subsidiary together with accounts and reports
 required under Section 212 of the Companies Act, 1956 are attached,
 which form part of the annual report and accounts.
 
 During the year, SRF Polymers Investments Ltd. has divested its holding
 in the erstwhile wholly-owned subsidiary viz. SRF Infrastructure Ltd.
 The other wholly-owned subsidiary viz.  Ennore Energy Ltd. has not
 closed its accounts for the first financial year.
 
 Safety, Health & Environment
 
 Your company is committed to being proactive to Safety, Health and
 Environment. Continued safety awareness was maintained through several
 activities such as training, competitions, awards, etc. where there is
 high worker participation.
 
 Directors
 
 Mr. Ashish Bharat Ram and Mr. Kartikeya Bharat Ram, Directors retire by
 rotation and being eligible, offer themselves for re- appointment.
 
 Mr. Amitav Virmani has been co-opted as additional director on
 04.06.08. It is proposed to appoint him as a regular director in the
 ensuing Annual General Meeting.
 
 Mr. Rajat Lakhanpal, Whole-time Director & Company Secretary is
 proposed to be re-appointed in the same capacity for a period of 5
 years. A suitable resolution has been included in the Notice of the
 forthcoming 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 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 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 the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) that the Directors have prepared the annual accounts for the year
 ended 31.03.08 on agoing 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) Mr. Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr Kartikeya
 Bharat Ramind) Mrs Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f) Mrs.
 Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; h) SRF Ltd; i)SRF
 Transnational Holdings Ltd;.j) Skylark Investments & Trading Pvt.
 Ltd.;k) Narmada Farms Pvt. Ltd;.and I) Bhairav Farms Pvt. Ltd.
 
 Listing of Shares
 
 Your Companys shares are listed at the Bombay Stock Exchange Ltd.
 
 Open-offer
 
 During the year, the promoters had made an open offer under the
 Substantial (Acquisition of Shares & Takeovers) Regulations, 1997 and
 acquired 490392 shares of the Company taking their aggregate holding in
 the Company to 4798256 shares which represents 74.36% of the paid up
 capital of the Company.
 
 Corporate Governance
 
 Certificate of the auditors of your Company regarding compliance with
 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
 Whole-time Director & Company Secretary was placed before the Board.
 
 All Board members and senior management personnel had affirmed
 compliance with the Code of Conduct for Board and Senior Management
 Personnel. A declaration to this effect duly signed by the Whole-time
 Director & Company Secretary 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.srfpolymers.com).
 
 Consolidated Financial Statement
 
 In accordance with the Accounting Standard AS-21 & AS-23 on
 Consolidated Financial Statements, your Directors have pleasure in
 attaching the Consolidated Financial Statements, which form part of the
 Annual Report and Accounts.
 
 Accounts and Audit
 
 The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the
 conclusion of the 8th 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.
 
 Management Discussion and Analysis Management discussion and analysis
 on matters relating to the business performance, as stipulated in
 clause 49 of the listing agreement with the stock exchanges, is given
 as a separate - statement in the Annual report.
 
 Fixed Deposits
 
 Your company continued to accept/renew fixed deposits and maintained a
 high standard of service. Deposits (including interest) amounting to
 Rs. 0.33 crores due for repayment on or before 31st March, 2008
 remained unclaimed by 105 depositors.  There have been no defaults in
 repayment of fixed deposits during the year.
 
 Particulars of Employees
 
 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 name and other particulars of an employee are set out
 in the Annexure 2 to the Directors Report.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings & Outgo
 
 The prescribed details as required under Section 217 (1)(e) of the
 Companies Act, 1956 read with Companies (Disclosure of Particulars in
 Report of Board of Directors) Rules, 1988 are set out in the Annexure 3
 to the Directors report.
 
 Acknowledgements
 
 Your Directors acknowledge with gratitude the co-operation and
 assistance received from various agencies of the Central Government and
 the Government of Tamil Nadu, Uttarakhand and the banks. Your Directors
 thank the shareholders for their 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 of Directors
 
 Gurgaon                                      Arun Bharat Ram
 June 4, 2008                                     Chairman