SRF Ltd. — AGM Information 2022

Jun 28, 2022

==> picture [93 x 42] intentionally omitted <==

FM

The BSE Ltd. BSE's Corporate Relationship Department 1s Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai 400 001

SRF/SEC/AGM-51/2022

National Stock Exchange of India Limited "Exchange Plaza" Bandra-Kurla Complex Sandra (E) Mumbai- 400 051 28" June, 2022

Dear Sir, In Compliance with Regulation 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Sub: Notice of51"Annual Genera! Meeting SRE Limited Regulations, 2015 we wish to inform you that the 51s Annual General Meeting of the shareholders has been fixed on July 2 1 , 2022 at 11:00 a.m. through Video Conferencing/ Other Audio Visual Means.

The Ministry of Corporate Affairs (MCA) has vide its General Circular No.14/2020 dated April 8, 2020, General Circular N o.1 7 /2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 33/3030 dated September 28, 2020, General Circular No. 39/2020 dated December 3 1 , 2020, General Circular No.02/2021 dated January 13, 2021 and General Circular No. 02/2022 dated May 5, 2022 ('MCA Circulars') and SEBI vide its circulars dated May 12, 2020, January 15, 2021 and May 13, 2022 ('SEBI Circulars") have permitted the holding of the AGM through VCIOAVM

In this regard, please find attached Notice of 515Annual General Meeting of the Company, which is being sent to Shareholders of the Company.

Further, the 51"Annual General Meeting Notice, Annual Report, instructions to attend AGM through Video Conferencing/ Other Audio Visual Means and instruction for E-voting of Company are also available on the Company's website www.srf.com

Remote e-voting period begins on Monday, 18 July, 2022 at 09.00 am and ends on Wednesday, 20" July, 2022 at 5:00 p.m. and cut-off date for remote e-voting is fixed for Thursday, 14" July, 2022.

Request to kindly take this intimation on record.

Thanking you,

Yours faithfully, ForS�ED Rajat Lakhanpal Encl : Ala VP (Corporate Compliance) & Company Secretary

SRF LIMITED

Block-C Sector-45 Gurugram 122 003 Haryana India Tel: +91-124-4354400 Fax: +91-124-4354500 E-mail: info@srf.com Website: www.srf.com

Regd. Office:

Unit No. 236 8 237, 2nd Floor DLF Galleria, Mayur Place Noida Link Road Mayur Vihar Phase-1 Extension Delhi 110091

Corporate Identity No. L.181010\1970PLC005197

CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

SRF Limited

(CIN: L18101DL1970PLC005197) Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2[nd] Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091 Tel. No: (+91-11) 49482870, (+91-124) 4354400, Fax: (+91-11) 49482900, (+91-124) 4354500 Email: cs@srf.com website: www.srf.com

Notice

Notice is hereby given that the 51[st] Annual General Meeting of SRF Limited will be held on Thursday, July 21, 2022 at 11.00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the following businesses:-

Ordinary Business

1. To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2022 along with the Reports of the Auditors’ and Board of Directors’ thereon.

2. To appoint a Director in place of Mr. Ashish Bharat Ram (DIN: 00671567), who retires by rotation and being eligible, offers himself for reelection.

Special Business

1. Re-designation of Mr. Ashish Bharat Ram (DIN: 00671567) as Chairman and Managing Director

2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, approval of the members of the Company be and is hereby accorded for the re-designation of Mr. Ashish Bharat Ram (DIN: 00671567), as Chairman and Managing Director of the Company with effect from April 1, 2022.

Other terms and conditions of his appointment passed by the shareholders in their meeting held on August 17, 2020 shall remain the same.

“RESOLVED FURTHER THAT the Board of Directors of the Company including any duly constituted Committee thereof be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. Re-designation of Mr. Kartik Bharat Ram (DIN: 00008557) as Joint Managing Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, approval of the members of the Company be and is hereby accorded for the re-designation of Mr. Kartik Bharat Ram (DIN: 00008557), as Joint Managing Director of the Company with effect from April 1, 2022. Other terms and conditions of his appointment passed by the shareholders in their meeting held on August 31, 2021 shall remain the same.

“RESOLVED FURTHER THAT the Board of Directors of the Company including any duly constituted Committee thereof be and is hereby authorized to do all acts and take all such steps

Annual Report 2021-22 79

as may be necessary, proper or expedient to give effect to this resolution.”

1. Appointment of Mr. Vellayan Subbiah (DIN: 01138759) as a Non-Executive and Non-Independent Director of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Sections 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations’’) (including any statutory modification(s), amendment(s) or reenactment(s) thereof, for the time being in force), the Articles of Association of the Company, based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (the “Board”), Mr. Vellayan Subbiah (DIN: 01138759) who was appointed as an Additional Non-Executive NonIndependent Director of the Company with effect from May 10, 2022 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature to the office of Director, be and is hereby appointed as a Non-Executive NonIndependent Director, whose office shall be liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. Ratification of Remuneration of Cost Auditors for financial year 2022-23

2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013

and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration payable to the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2023 as provided below, be and is hereby approved and ratified:

==> picture [194 x 28] intentionally omitted <==

----- Start of picture text -----

Name of Cost Business Remuneration
Auditor payable
----- End of picture text -----

H Tara & Co. (Membership No. 17321) Sanjay Gupta & Associates	Technical Textiles Business and Other Businesses Chemicals Business	3.00 lakhs plus<br>applicable<br>taxes<br>and reimbursement<br>of actual out of<br>pocket expenses<br>5.25 lakhs plus applicable taxes
(Membership No. 18672)	and Packaging Films Business	and reimbursement of actual out of pocket expenses

1. Appointment of Mr. Raj Kumar Jain (DIN:01741527) as an Independent Director of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) (including any statutory modification(s), amendment(s) or reenactment(s) thereof, for the time being in force), the Articles of Association of the Company, based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (the “Board”), Mr. Raj Kumar Jain (DIN:01741527), who was appointed as an Additional Non-Executive Independent Director of the Company with effect from May 09, 2022 and who has submitted a declaration

80 Annual Report 2021-22

CORPORATE OVERVIEW STATUTORY REPORTS

FINANCIAL STATEMENTS

that he meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature to the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 years commencing from May 09, 2022 to May 08, 2027.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. or invitation to subscribe to Offer Redeemable Non-Convertible Debentures of the Company on private placement

authorized by it in this regard in accordance with the applicable provisions of the said Act) be and is hereby authorised to issue, offer or invite subscriptions for secured/unsecured redeemable non-convertible debentures, in one or more series/tranches, aggregating upto ` 1500 crores (Rupees fifteen hundred crores only), on private placement basis, and on such terms and conditions as the Board of Directors may, from time to time, determine and consider proper and most beneficial to the Company including as to the timing of issue of such Debentures, the consideration for the issue, the utilisation of the issue proceeds and all other matters connected with or incidental thereto.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps including the power to sub-delegate the powers as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 42, 71, 179 and any other applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board duly

Rajat Lakhanpal VP (Corporate Compliance) & Date : May 30, 2022 Company Secretary Place : Gurugram Membership No. ACS 12725

SRF Limited

(CIN: L18101DL1970PLC005197) Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2[nd] Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091

Annual Report 2021-22 81

NOTES

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details of material facts relating to the Special businesses to be transacted at this AGM, is annexed hereto.

2. Ministry of Corporate Affairs (“MCA”), vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 read with Circular No. 20/2020 dated May 5, 2020 read together with Circular No. 02/2021 dated January 13, 2021 and 2/2022 dated May 5, 2022 (collectively referred to as ‘MCA Circulars’) and SEBI vide its circular dated May 12, 2020, January 15, 2021 and May 13, 2022 (collectively referred to as ‘SEBI Circulars’) has permitted to hold Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual means (OAVM).

3. In compliance with applicable provisions of the Companies Act, 2013 (“the Act”) read with the aforesaid MCA Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the 51[st] AGM of the Company is being conducted through VC/OAVM. Deemed Venue for meeting will be Registered Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2[nd] Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091.

4. National Securities Depository Limited (NSDL), will be providing facility for voting through remote e-voting, for participation in the 51[st] AGM through VC/OAVM facility and e-voting during the AGM.

5. Since, the meeting is being conducted through VC/OAVM, facility of appointing proxies to attend and vote at the meeting on behalf of the members of the Company is not available and hence the proxy form is not annexed to this notice. However, Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

Body Corporates who intends to authorize representatives to participate and vote on their behalf in the meeting to be held through VC/ OAVM are requested to send, in advance, a duly

certified copy of the relevant board resolution/ letter of authority/power of attorney to the Scrutinizer by e-mail to arvindkohli@gmail.com and to the Company at cs@srf.com through its registered E-mail Address.

1. The attendance of members (members’ login) attending the AGM through VC/ OAVM shall be reckoned for the purpose of Quorum under Section 103 of the Companies Act, 2013 and hence no attendance slip is attached to the notice.

2. Pursuant to the applicable provisions of the Companies Act 2013, unpaid/unclaimed dividends up to the financial year 2014-15, were transferred to the Investor Education & Protection Fund (IEPF). Besides the dividend so transferred, Company has also transferred the relative share scrips in respect of dividends which remained unpaid for a continuous period of seven years to the demat account of IEPF Authority, in accordance with the applicable provisions of Companies Act, 2013 and Rules made thereunder. It may be noted that once the unclaimed / unpaid dividend and/or shares are so transferred; the same can only be reclaimed by a shareholder from the IEPF Authority in accordance with the applicable provisions of the Companies Act 2013 and relevant Rules made thereunder by following the prescribed procedure in this regard. The IEPF Rules and the application Form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs, are available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in. Details of the unpaid/ unclaimed dividend and shares transferred to IEPF from time to time also have been uploaded on the “Investors Section” of the website of the Company viz. www.srf.com.

Members, who have not encashed their dividend pertaining to financial year 2015-16 onwards, are advised to write at einward.ris@kfntech.com to M/s. Kfin Technologies Limited, Registrar of the Company immediately for claiming the same.

1. Members desiring any information/ clarification on the financial statements or any of the resolutions as detailed in the Notice are requested to write to the Company on or before July 14, 2022 through an E-mail to cs@srf.com, specifying his/

82 Annual Report 2021-22

CORPORATE OVERVIEW

STATUTORY REPORTS FINANCIAL STATEMENTS

her name along with Demat account details. The same shall be replied by the Company suitably.

1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which directors are interested under Section 189 of the Companies Act, 2013, ESPS Certificate by Secretarial Auditor dated May 30, 2022 that SRF Limited Long term Share based Incentives Plan, 2018 has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions of the company passed through Postal Ballot on March 26, 2018. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. July 21, 2022. Members can inspect the same by sending an E-mail to cs@srf.com.

2. Pursuant to the MCA Circulars and SEBI Circulars, the Notice of the 51[st] AGM and the Annual Report for the financial year 2021-22 are being sent only by email to the Members whose name appear in the register of members/depositories as at closing hours of business on June 17, 2022. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company’s website www.srf.com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com, respectively, and on the website of NSDL, the e-voting agency at www.evoting. nsdl.com. The physical copy of the Notice along with Annual Report shall be made available to the Member(s) who may request for the same in writing to the Company.

3. Those Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive the Notice of the 51[st] AGM and the Annual Report for the year 2021-22 and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:-

4. a. For Members holding shares in physical form, please send scan copy of a signed

   • request letter mentioning your folio number, complete address, email address to be registered along with scanned self attested copy of the PAN and any document (such as Driving Licence, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the Company’s email address at cs@srf.com or to Registrar & Transfer Agent email address at Einward.ris@kfntech.com

5. b. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.

6. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021. The aforesaid communication is also available on the website of the Company.

7. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificate; Consolidation of securities certificates/ folios; and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website. For Transmission cases shareholders are requested to submit Form ISR-5 as specified vide SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/65 dated May 18, 2022. Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/electronic form to get inherent benefits of dematerialisation and also considering that physical transfer of equity shares/ issuance of equity shares in physical form have been disallowed by SEBI.

Annual Report 2021-22 83

1. Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Rules made thereunder, Shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to send their requests in Form SH.13, which is available on the website of the Company. Further, SEBI vide its Circular dated November 3, 2021 has mandated to furnish Form ISR-3 for opting out of Nomination by physical shareholders in case the shareholder do not wish to register for the Nomination.

2. To prevent fraudulent transactions, members are advised to exercise due diligence and notify to their Depositories Participants (DPs) in respect of their electronic share accounts and to the Company’s Registrar of any change in address or demise of any member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.

3. In case of joint holders attending the meeting, the members whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

Voting through electronic means

• I. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,read with MCA Circulars and SEBI Circulars, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 51[st] AGM and facility for those Members participating in the 51[st] AGM to cast vote through e-Voting system during the 51[st] AGM.

• II. The remote e-Voting period will commence on July 18, 2022 (9:00 am IST) and end on July 20, 2022 (5:00 pm IST). During this period, Members of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date of July 14, 2022 , may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

• Any person, who are other than individual shareholders holding securities in Demat mode and shareholders holding securities in physical mode, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the Cut-off date may obtain the login ID and password by sending a request at evoting@nsdl.co.in However, if you are already registered with NSDL for remote e-Voting then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you could reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com. In case of Individual shareholders holding securities in Demat mode, who acquires shares of the Company and become member of the Company after dispatch of the Notice and holding shares as of the Cut-off date, are requested to follow the login method mentioned below in point (A) under e-Voting instructions.

The details of the process and manner for remote e-voting and voting during the AGM are explained here below:

Step 1 : Access to NSDL e-Voting system

Step 2 : Cast your vote electronically on NSDL e-Voting system

Details on Step 1 is mentioned below:

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in Demat mode

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts in order to access e-Voting facility.

84 Annual Report 2021-22

CORPORATE OVERVIEW STATUTORY REPORTS

FINANCIAL STATEMENTS

Login method for Individual shareholders holding securities in demat mode is given below:

==> picture [442 x 16] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Individual Shareholders	A. NSDL IDeAS facility
holding securities in	If you are already registered for NSDL IDeAS facility
demat mode with NSDL.	1. Please visit the e-Services website of NSDL. Open web browser by typing
	the following URL:https://eservices.nsdl.com/either on a Personal
	Computer or on a mobile.
	2. Once the home page of e-Services is launched, click on the“Benefcial
	Owner”icon under “Login” which is available under“IDeAS”section.
	3. A new screen will open. You will have to enter your User ID and Password.
	After successful authentication, you will be able to see e-Voting services.
	4. Click on “Access to e-Voting” under e-Voting services and you will be able
	to see e-Voting page.
	5. Click on options available against company name ore-Voting service
	provider - NSDLand you will be re-directed to NSDL e-Voting website
	for casting your vote during the remote e-Voting period or joining virtual
	meeting & voting during the meeting.
	If the user is not registered for IDeAS e-Services,
	1. The option to register is available athttps://eservices.nsdl.com.
	2. Select“Register Online for IDeAS”Portal or click athttps://eservices.
	nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Upon successful registration, please follow steps given at Point 1 to 5 above.
	B. e-Voting website of NSDL
	1.Visit e-Voting website of NSDL. Open web browser by typing the following URL:
	https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.
	2. Once the home page of e-Voting system is launched, click on the icon
	“Login” which is available under Shareholder/Member’ section.
	3. A new screen will open. You will have to enter your User ID (i.e. your
	sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen.
	4. After successful authentication, you will be redirected to NSDL Depository site
	wherein you can see e-Voting page. Click on options available against company
	name ore-Voting service provider - NSDLand you will be redirected to
	e-Voting website of NSDL for casting your vote during the remote e-Voting
	period or joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [216 x 132] intentionally omitted <==

Annual Report 2021-22 85

• Type of shareholders Login Method Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through holding securities in demat their user id and password. Option will be made available to reach mode with CDSL e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

• After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

• If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

• Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

• Individual Shareholders 1. You can also login using the login credentials of your demat account (holding securities in demat through your Depository Participant registered with NSDL/CDSL for mode) login through their e-Voting facility. depository participants

• Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

• Click on options available against company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

==> picture [442 x 21] intentionally omitted <==

----- Start of picture text -----

Login type Helpdesk details
----- End of picture text -----

Individual Shareholders holding securities in	Members facing any technical issue in login can contact
demat mode with NSDL	NSDL helpdesk by sending a request atevoting@
	nsdl.co.inor call at toll free no.: 1800 1020 990 and
	1800 22 44 30
Individual Shareholders holding securities in	Members facing any technical issue in login can contact
demat mode with CDSL	CDSL helpdesk by sending a request athelpdesk.
	evoting@cdslindia.comor contact at 022- 23058738
	or 022-23058542-43

86

Annual Report 2021-22

CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

B) Login Method for e-Voting and joining virtual meeting, shareholders other than Individual shareholders holding securities in Demat mode and shareholders holding securities in physical mode.

• How to Log-in to NSDL e-Voting website?

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical

• a) For Members who 8 Character DP ID followed by hold shares in 8 Digit Client ID demat account For example if your DP ID with NSDL. is IN300 and Client ID is 12 then your user ID is IN30012**.

• b) For Members 16 Digit Beneficiary ID who hold shares For example if your in demat account Beneficiary ID is with CDSL. 1 2 * * * * * * * * * * * * * * then your user ID is 12**

• c) For Members EVEN Number followed by holding shares in Folio Number registered Physical Form. with the company For example if folio number is 001 and EVEN is 123456 then user ID is 123456001

• Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/ Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

Annual Report 2021-22 87

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and

have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

2. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to arvindkohli@ gmail.com with a copy marked to evoting@nsdl. co.in and cs@srf.com

2. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login

3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Pallavi Mhatre at evoting@nsdl.co.in

88 Annual Report 2021-22

CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

1. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

2. (a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to evoting@nsdl. co.in or cs@srf.com.

3. (b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to evoting@ nsdl.co.in or cs@srf.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/ OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at cs@srf.com from July 15, 2022 (9:00 am IST) to July 18, 2022 (5:00 pm IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

6. The Members can join the AGM through VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation in the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

7. Any person who acquires shares of the Company and becomes member of the Company postdispatch of Notice of AGM along with the Annual Report before the Cut-Off Date may obtain the login ID and password by sending a request to NSDL at evoting@nsdl.co.in or at Company’s

Annual Report 2021-22 89

email address at cs@srf.com. However if they are already registered with NSDL for remote e-Voting then they can use their existing user ID and password for casting their vote. If they forgot their password, they can reset their password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com

1. The voting rights of the members shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the Cut-off Date.

2. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories, as on the cut-off date, only shall be entitled to avail the facility of remote e-voting or e-voting during the AGM.

3. Mr. Arvind Kohli, (Membership No. FCS 4434, CP 2818) Practicing Company Secretary, Proprietor of M/s Arvind Kohli & Associates, Company Secretaries has been appointed as the Scrutinizer to scrutinize the entire e-voting process in a fair and transparent manner.

4. The results declared along with the report of the Scrutinizer shall be placed on the Company’s website https://www.srf.com and on the website of NSDL www.evoting.nsdl.com immediately after the declaration of results by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the concerned Stock Exchanges i.e. BSE and NSE.

5. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 & DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AS REQUIRED UNDER LISTING REGULATIONS AND SECRETARIAL STANDARDS ON GENERAL MEETINGS

Item Nos. 2 & 3

Shareholders had appointed Mr. Ashish Bharat Ram (DIN: 00671567) as Managing Director of the Company for a period of 5 years with effect from May 23, 2020 in the Annual General Meeting held on August 17, 2020.

Consequent to resignation of Mr. Arun Bharat Ram as Chairman and his appointment as “Chariman Emeritus” wef April 1, 2022, the Board at its meeting held on March 28, 2022, had redesignated Mr Ashish Bharat Ram (DIN: 00671567) as Chairman and Managing Director on the same terms and conditions as approved by the members on August 17, 2020. His redesignation as Chairman and Managing Director is subject to Members’ approval at this Annual General Meeting.

Details of Mr. Ashish Bharat Ram pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India are given below :

Mr Ashish Bharat Ram (53) has done his schooling from Doon School and graduation in Economics from the Hindu College, Delhi University with an emphasis on mathematics. He holds a Masters’ degree in Business Administration on Corporate Strategy with an emphasis on finance and strategy from The Johnson Graduate School of Management, Cornell University, Ithaca, NY, USA and has a 27 years’ working experience in senior positions including in the Company’s international subsidiaries.

Mr Ashish Bharat Ram has no shareholding in the Company. He is a member of Stakeholders Relationship Committee and Committee of Directors - Financial Resources and Chairman of Risk Management Committee of the Company.

==> picture [214 x 49] intentionally omitted <==

----- Start of picture text -----

Directorships Committee Membership
in other Public
companies
Kama Holdings • Stakeholders Relationship
----- End of picture text -----

Directorships in other Public companies Kama Holdings	Co •	mmittee Membership Stakeholders Relationship
Limited	• • •	Committee (Chairman) Committee of Directors - Financial Resources Nomination and Remuneration Committee Risk Management
		Committee (Chairman)
Havells India Limited	•	Enterprises Risk
Shri Educare Limited SRF Holiday Home Limited SRF Altech Limited		Management Committee Nil Nil Nil

90 Annual Report 2021-22

CORPORATE OVERVIEW

STATUTORY REPORTS FINANCIAL STATEMENTS

None of the Directors or Key Managerial Personnel or their relatives except Mr. Ashish Bharat Ram himself and Mr. Kartik Bharat Ram, Joint Managing Director, being relative, are in any way concerned or interested, financially or otherwise, in the Resolution.

In view of the above, the Board of Directors recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval by the members.

Item No 4

Shareholders had appointed Mr. Kartik Bharat Ram (DIN: 00008557) as Deputy Managing Director of the Company for a period of 5 years with effect from June 01, 2021 in the Annual General Meeting held on August 31, 2021.

Mr. Kartik Bharat Ram is responsible for Information Technology, Total Quality Management, Human Resources and Corporate Communications functions of the Company. Due to the increasing importance of these functions especially; Information Technology in the overall functioning of the Company due to the challenges imposed by the Pandemic and the increase in operations of the Company, the complexity of his role has increased.

Taking into account the above, the Board at its meeting held on March 28, 2022 had re-designated Mr. Kartik Bharat Ram as Joint Managing Director on the same terms and conditions as contained in the resolution passed by the members on August 31, 2021. His redesignation as Joint Managing Director is subject to Members’ approval at this Annual General Meeting.

President of the Indian Blind Sports Association and as the Chairman of the Confederation of Indian Industry (CII) Delhi State Council for the year 2007-08.

Mr Kartik Bharat Ram has no shareholding in the Company. He is a member of Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Committee of Directors – Financial Resources and Risk Management Committee of the Company.

==> picture [213 x 49] intentionally omitted <==

----- Start of picture text -----

Directorships Committee Membership
in other Public
companies
Kama Holdings • Stakeholders Relationship
----- End of picture text -----

Kama Holdings	•	Stakeholders	Re	lationship
Limited		Committee
	•	Committee	of	Directors-
		Financial Resources
	•	Risk Management Committee
Shri Educare		Nil
Limited
SRF Altech		Nil
Limited

None of the Directors or Key Managerial Personnel or their relatives except Mr. Kartik Bharat Ram himself and Mr. Ashish Bharat Ram, Chairman and Managing Director, being relative, are in any way concerned or interested, financially or otherwise, in the Resolution.

In view the above, the Board of Directors recommend the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the members.

Item No. 5

Details of Mr. Kartik Bharat Ram pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India are given below :

Mr. Kartik Bharat Ram (51) is a graduate from Santa Clara University, California and has earned an MBA from Cornell University, New York. He is involved in the creation and strengthening of a performancebased culture within the organization, through valuebased leadership.

He is a fellow of the India Leadership Initiative, Aspen Institute India. In the past, he has served as the

Mr. Vellayan Subbiah (DIN: 01138759) was appointed as Non-Executive Independent Director by members at the Annual General Meeting held on August 07, 2018 for the period of 5 years commencing from April 01, 2019 upto March 31, 2024. Your Directors are of the view that it would be to the benefit of the Company if his experience and wisdom would continue to be utilized by the Board and management on a long-term basis. Accordingly, a proposal to appoint him as a non-independent and non-executive director on the Board was discussed with him and he graciously agreed to step down as an independent director to be appointed as nonindependent and non-executive director, liable to retire by rotation, w.e.f May 10, 2022.

Annual Report 2021-22 91

Pursuant to Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), effective from January 1, 2022, a listed entity shall ensure that approval of members for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Mr. Vellayan Subbiah is not disqualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director of the Company.

The Company has received a notice in writing from a member under Section 160 of the Act, proposing the candidature of Mr. Vellayan Subbiah for the office of Director of the Company.

Details of Mr. Vellayan Subbiah pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India are given below:

Mr. Vellayan Subbiah (52) is a Bachelor of Technology in Civil Engineering from IIT, Madras, and holds a Master’s Degree in Business Administration from the University of Michigan. He has over 26 years of work experience in consulting, technology manufacturing, and financial services.

Mr. Vellayan is the Chairman of Cholamandalam Investment & Finance Co. Ltd., a leading NBFCs in India, in the business of Vehicle Finance, Home Loans, SME Loans, etc. Mr. Vellayan worked with McKinsey & Company, USA for six years. His experience at McKinsey spanned across strategic consulting, mergers and acquisitions, and operations management. Vellayan also worked with 24/7 Customer Inc., Sundaram Fasteners, and Laserwords in different capacities. He was a recipient of the Extraordinary Entrepreneur of the year – TiECON 2014 Award.

Mr Vellayan Subbiah holds 67035 shares (0.02%) shares in the Company.

==> picture [214 x 42] intentionally omitted <==

----- Start of picture text -----

Directorships Committee Membership
in other Public
companies
----- End of picture text -----

Cholamandalam Investment & Finance Co. Ltd	•	Corporate Social Responsibility Committee - Chairman
	•	IT Strategy Committee
	•	Nomination &
		Remuneration Committee
	•	Business Committee –
		Chairman
Tube Investments	•	Shares & Debentures
of India Limited		Committee
	•	Loans Committee
Ambadi		Nil
Investments Ltd
Cholamandalam		Nil
Financial Holdings
Limited
CG Power and	•	Nomination &
Industrial Solutions		Remuneration Committee
Limited	•	Risk Management
		Committee - Chairman

None of the Directors or Key Managerial Personnel or their relatives except Mr. Vellayan Subbiah, are in any way concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the ordinary resolution set out in item no. 5 of the Notice for approval by the members.

Item No. 6

The Board, on the recommendation of the Audit Committee, has approved the appointment of the Cost Auditors to conduct audit of the cost records of the Company for the financial year ending March 31, 2023 at the remuneration as provided in the resolution.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

92 Annual Report 2021-22

CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

None of the Directors or Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

Both the cost auditors had rendered satisfactory service during their last tenure, therefore the Board of Directors recommend Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.

Item No. 7

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Raj Kumar Jain (DIN:01741527), as an Additional NonExecutive Independent Director of the Company with effect from May 09, 2022 under Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company.

In accordance with the provisions of Section 149 read with Schedule IV of the Act, appointment of Independent Director requires approval of the members of the Company. Further, pursuant to Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), effective from January 1, 2022, a listed entity shall ensure that the approval of members for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Mr Raj Kumar Jain is qualified to be appointed as a director in terms of Section 164 of the Act and has given his consent to act as a director. The Company has also received declaration from Mr Raj Kumar Jain that he meets the criteria of independence as prescribed under Section 149(6) of the Act and the Listing Regulations.

The Company has also received notice under Section 160 of the Act from a member proposing the candidature of Mr Raj Kumar Jain for the office of an Independent Director of the Company. Mr Raj Kumar Jain is independent of the management and possesses appropriate skills, experience and knowledge. Considering the extensive knowledge, experience as well as his educational background,

appointment of Mr Raj Kumar Jain as an Independent Director is in the interest of the Company.

Details of Mr Raj Kumar Jain pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India are given below :-

Mr. Raj Kumar Jain (63) founded Bounce Inc. in 2020. Bounce Inc. is a boutique management and operations consulting firm helping clients with India market entry, operating efficiency improvement and ‘phygital’ transformation initiatives.

Mr. Raj Kumar Jain has also served as Chief Executive Officer, Bennett, Coleman & Co. Ltd. (The Times Group), India’s largest Media Company across Print, Television, Out of Home and Digital Business.

Mr. Raj Kumar Jain spearheaded entry of Walmart Inc. into India through a JV with Bharti Group. He led the business to establish a Pan India Wholesale Cash & Carry, Multi format Retail and Supply Chain Business.

Mr. Raj Kumar Jain was APAC Head, Marketing & Supply Chain at Whirlpool Corporation based in Shanghai, China. During his 10 years at Whirlpool, he also served as MD & CEO of Whirlpool India Ltd. and launched the Whirlpool Brand in India.

Mr. Raj Kumar Jain started his career at Hindustan Lever Ltd. His successful and distinctive career spanning over 16 years in Unilever India and U.K. included several key managerial positions in Sales, Marketing, and Supply Chain.

Mr. Raj Kumar Jain is Ex-Chairperson of the Board of American Chamber of Commerce & Industry (AMCHAM), served on the advisory board of HOPE Foundation. He also served on the Board of ASCI (The Advertising Standards Council of India).

The nomination and remuneration committee has considered his diverse skills, Consulting Experience, Engineering Background, Analytical Ability, Customer Centricity and vast global business experience, among others, as being some of the skills identified by the Board for an Independent Director. In view of the above, the nomination and remuneration committee and the Board are of the view that Mr. Raj Kumar Jain

Annual Report 2021-22 93

possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to appoint him as an independent director.

Mr Raj Kumar Jain (DIN:01741527) has no shareholding in the Company. He is a member of Audit Committee.

Directorship in other public Co. JK Agri Genetics Limited	Committee Membership • Nil

Copy of draft appointment letter of Mr Raj Kumar Jain setting out the terms and conditions of appointment shall be available on the website of the Company at www.srf.com

None of the Directors or Key Managerial Personnel or their relatives except Mr. Raj Kumar Jain, are in any way concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the special resolution set out in item no. 7 of the Notice for approval by the members.

to offer or invite subscription for secured/ unsecured redeemable non-convertible debentures, in one or more series/tranches on private placement. Further, SEBI circular dated November 26,2018 require that 25% of the incremental borrowings by a large corporate (as defined in that circular) during a financial year shall be met by way of issuance of debt securities in accordance with applicable SEBI regulations.

Pricing of debentures is determined and impacted by general economic conditions and monetary policy, Company specific rating and outlook of the investor on the Company.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

In view of the above, the Board of Directors recommend the Special Resolution set out at Item No. 8 of the Notice for approval of the members authorising the Board to issue redeemable, nonconvertible Debentures by private placement for an aggregate amount not exceeding ` 1500 crores, in one or more tranches, during the period of one year from the date of this Annual General Meeting.

Item No. 8

As per the provisions of Section 42 of the Companies Act, 2013 read with Companies (Prospectus and allotment of Securities) Rules, 2014, private placement of redeemable, non-convertible debentures requires approval of shareholders by way of special resolution. However, the Company may pass a special resolution once in a year for all the offers or invitation for such debentures during the year.

By Order of the Board of Directors

Rajat Lakhanpal

VP (Corporate Compliance) & Company Secretary Membership No. ACS 12725

Date : May 30, 2022 Place : Gurugram

SRF Limited

In order to provide for resources for financing of capital expenditure requirements, re-financing of existing debt, general corporate purposes and such other purposes of the Company as are allowed by the applicable laws, the Company may be required

(CIN: L18101DL1970PLC005197) Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2[nd] Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091

94 Annual Report 2021-22