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Directors Report of SORIL Infra Resources Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the Thirteenth Annual Report together with audited financial statement of SORIL Infra Resources Limited (formerly Store One Retail India Limited) (“the Company”) for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31, 2018 are as under:

(Amount in Rs.)

Particulars

For the Financial

For the Financial

ended March 31, 2018

ended March 31, 2017

Profit/ (Loss) before Tax and Depreciation

32,55,89,317

46,15,34,838

Less: Depreciation of Fixed Assets

14,71,22,197

14,25,65,048

Profit/ (Loss) before Tax

17,84,67,120

31,89,69,790

Less: Prior Period Tax Adjustments

-

-

Less: Current Period Tax Adjustments

18,523

-

Profit/ (Loss) after Tax

17,84,48,597

31,89,69,790

Add: Other Comprehensive Income / (Loss)

(2,81,621)

(13,41,704)

Add: Profit/ (Loss) brought forward

(1,67,25,91,195)

(1,99,02,19,281)

Amount available for appropriation

(1,49,44,24,219)

(1,67,25,91,195)

Less: Appropriations:

Proposed dividend on preference shares

26,76,105

-

Corporate dividend tax thereon

5,44,792

-

Balance carried forward to Balance Sheet

(1,49,76,45,116)

(1,67,25,91,195)

The Board has not proposed to transfer any amount to any reserve(s).

BUSINESS REVIEW

The Company endeavours to create sustainable business for the benefit of its stakeholders. Presently, the Company is in the business of equipment renting, LED lighting, management and maintenance services, construction advisory and other related services. The Directors believe that these businesses have huge potential for growth in view of the transformation in the structure of the economy, prevalent digitisation, and availability of relevant talent across India.

Equipment renting services branded as “Indiabulls Store One”

The Company provides equipment renting solutions to the corporate customers, under the brand Indiabulls Store One. The Company is one of the largest equipment rental company in India, with rental fleet of more than 600 equipment. The rental fleet comprises of Tower Cranes, Passenger Hoists, Piling Rigs, Excavators, Dozers, Motor Graders, Wheel Loaders, Mobile Boom Placers, Transit Mixers, Dumpers etc. All the equipment are purchased from reputed manufactures from US, Europe, China & India.

The Company operates at more than 60 rental sites pan India. Its regional offices are spread across Mumbai, Gurugram, Kolkata, Hyderabad, Bangalore & Chennai. The business is being managed by professional & experienced team, who has vast knowledge and hands on experience in managing the rental & leasing fleet across several industry segments. The Company’s rental fleet is deployed at project sites of Real Estate, Infrastructure, Metro, Petroleum Refinery and Road customers etc.

The Company offers wide variety of solutions to its customers, which include mainly short term rentals, long term rentals, dry lease or wet lease of construction & material handling equipment, which is maintained & operated by trained professional team.

LED lighting branded as “Ib LED”

LED lighting business started with professional LED lighting solutions last financial year under the brand name ‘Ib LED’ and recently expanded its operations in consumer LED lighting market. The new venture is focusing on LED Lighting for homes, offices, malls, showrooms, industries and infrastructure projects. Ib LED is offering a wide range of LED lighting solutions, with up to 7 years warranty. The products can also be integrated with digital platforms.

The products are designed by the Company’s in-house Product Design and Development Team and are manufactured in India. Ib LED Products can be integrated with IOT / digital platforms and are designed on the concept of human centric lighting to suit the modern work space requirements. These lights are perfect for workplace as they improve visual acuity, while also reducing energy expenditure. They also have positive non-visual biological effects on mood, health and energy.

Ib LED is offering an innovative and first time in India “ZERO COST” model, where a customer can upgrade existing conventional lighting to energy saving and environment friendly LED lighting at zero capital investment and pay from the savings in electricity bill. This is a unique positioning of LED as a service model and first time in the country.

The business operations were simultaneously launched in North, South & West India last financial year and opened up in East this year.

The business comprises of Lighting Solutions for Consumer Lighting, Commercial Lighting, Retail Lighting, Industrial Lighting, landscape and Outdoor Lighting & Lighting Controls etc. Ib LED also has products and solutions for smart homes, offices and smart cities.

Over 750 nos. of SKUs were introduced in last one year along with proper due diligence, technical test reports & marketing collaterals. Ib LED is quality certified ISO 9001:2015.

Management and maintenance services

The Company has developed expertise in all avenues of management and maintenance of properties. The Company’s current projects span more than seven million square feet of high end Commercial and Residential developments.

Construction advisory and other related activities

The Company provides advisory services pertaining to identification and acquisition of land, project planning, design management, construction, execution, maintenance and management of completed projects, as well as consultancy and advisory services on engineering and other related technical matters.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

The shareholders of the Company on August 20, 2018, approved the shifting of registered office of the Company to its Corporate and Head Office, situated at Gurugram, in the state of Haryana, which is pending for applicable regulatory approvals. The proposed shifting of registered office would result in effective and smooth conduct of the Company’s operations and would also enable Company’s Management to monitor its businesses more economically, viably and efficiently at reduced cost with better administrative control, supervision and convenience and would also facilitate enlarging its business operations.

PREFERENTIAL ISSUE

To fund the diversification/ expansion of the existing and future businesses and to further augment the long-term financial resources of the Company and its existing/ future subsidiaries, the Board of Directors of the Company, at its meeting held on August 30, 2018, has authorized the issuance and allotment, of upto 3,900,000 (Three Million Nine Hundred Thousand) fully paid up Equity shares of face value of INR 10/- each of the Company to certain foreign portfolio investor(s), for a cash consideration aggregating upto INR 2,102,100,000 (Indian Rupees Two Billion One Hundred Two Million One Hundred Thousand). This issuance shall be subject to approval of the members of the Company at the ensuing Annual General Meeting scheduled on September 29, 2018 and other applicable regulatory approvals.

DIVIDEND

In view of the accumulated losses and in order to utilize the profits for business requirements of the Company, your Directors do not recommend any dividend for the FY 2017-18.

DIRECTORS & KEY MANAGERIAL PERSONNEL

To have vast experience and skill sets and the highest standards of Corporate Governance in its management, the following individuals have been appointed as Additional Directors on the Board of the Company with effect from July 20, 2018:

(a) Mr. Anil Malhan (DIN: 01542646) as Whole-time Director and Key Managerial Personnel of the Company, designated as Executive Director.

(b) Mr. Divyesh Bharatkumar Shah (DIN: 00010933) as Non- Executive Director of the Company.

(c) Mrs. Sargam Kataria (DIN: 07133394) as Non-Executive Director of the Company.

(d) Mr. Gurinder Singh (DIN: 08183046) as an Independent Director of the Company.

(e) Brig. Labh Singh Sitara (DIN: 01724648) as an Independent Director of the Company.

The appointments of (a) Mr. Anil Malhan as a Whole-time Director and Key Managerial Personnel of the Company, designated as Executive Director, for a period of five years, with effect from July 20, 2018 till July 19, 2023; and (b) Mr. Gurinder Singh and Brig. Labh Singh Sitara as Independent Directors on the Board of the Company, for a period of five years w.e.f. July 20, 2018 till July 19, 2023, were approved by the members of the Company at their Extraordinary General Meeting held on August 20, 2018.

During the FY 2017-18, Mr. Aishwarya Katoch (DIN: 00557488) and Mr. Mehul Johnson (DIN: 00016075) had resigned from the office of director(s) of the Company. Subsequently, in the current financial year, on July 20, 2018, Mrs. Pia Johnson, (DIN: 00722403), Col. (Retd.) Surinder Singh Kadyan (DIN: 03495880), Mr. Shamsher Singh Ahlawat (DIN: 00017480) and Mr. Joginder Singh Kataria (DIN: 05202673) have resigned from the office of director(s) of the Company. The Board places on record its appreciation for the contribution made by them during their tenure on the Board of the Company.

Mr. Divyesh Bharatkumar Shah and Mrs. Sargam Kataria, being Additional Directors, hold office as such upto the date of ensuing Annual General Meeting. Keeping in view their leadership and guidance skills, the Board recommends their appointment as Directors, liable to retire by rotation, at the ensuing Annual General Meeting of the Company. Further, in accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Anil Malhan (DIN: 01542646), Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment.

All the present Independent Directors of the Company have given declaration that they meet the criteria of Independence laid down under Section 149(6) of the Companies Act, 2013.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships, memberships/chairmanships of Board Committees, and disclosure of relationship between Directors inter-se and shareholding of Non-Executive Director(s) are provided in the Notice convening the 13th Annual General Meeting of the Company.

EMPLOYEE STOCK OPTIONS

During the FY 2017-18, on November 3, 2017, the Company had granted 45,00,000 (Forty Five Lakhs) stock options under the Company’s Employees Stock Option Scheme(s), to certain eligible employees at an exercise price of Rs. 168.30 per option.

The disclosures required to be made in compliance with the applicable regulations have been placed on the website of the Company www.sorilinfraresources.com

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN:INE034H01016) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2018-19 have been paid.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the Statutory Auditors of the Company were appointed by the members at their ninth Annual General Meeting held on September 26, 2014, for a period of five years i.e. until the conclusion of the fourteenth Annual General Meeting of the Company. The Ministry of Corporate Affairs (MCA) vide its notification no. S.O. 1833(E) dated May 7, 2018 has done away with the requirement of getting the appointment of the Statutory Auditors ratified at every Annual General Meeting and therefore no such ratification is being sought at ensuing Annual General Meeting of the Company.

The Auditors’ Report forming part of this Annual Report is self-explanatory and therefore do not call for any further explanation. No fraud has been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder the Company has appointed M/s NP Gupta & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2017-18. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2017-18, is annexed as Annexure 1, forming part of this Report. The Report is self-explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken projects as per its CSR Policy (available on Company’s website on web-link: http://www.sorilinfraresources.com/dir/investor/28.CSR Policy Store One.pdf) and the details are contained in the Annual Report on CSR Activities given in Annexure 2, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), Management’s Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2018 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls are in place and that such financial controls are adequate and are operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended 31st March, 2018 is annexed as Annexure 3, forming part of this Report and is also available at website of the Company, at web-link: http://www.sorilinfraresources.com/dir/investor/Annual Return.pdf

BOARD MEETINGS

During the FY 2017-18, 11 (Eleven) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013. The notice and agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part A of the SEBI (LODR) Regulations, 2015 were circulated to all directors, well within the prescribed time, before the meeting or were placed at the meeting with the consent of majority of Directors (including one Independent Director). During the year, separate meeting of the Independent Directors was held on February 14, 2018, without the presence of Non-Independent Directors and the members of the Company Management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution and management of conflict of interest. Basis these parameters, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of the NonIndependent Directors and the Board of Directors, as a whole was carried out by the Independent Directors in their meeting held on February 14, 2018. The Directors expressed their satisfaction with the evaluation process.

Also the Executive Director of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/ committee meetings.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration on recommendation of Nomination and Remuneration Committee. The Remuneration Policy is briefly stated in the Corporate Governance Report forming part of this Annual Report and is also available at the website of the Company, at web-link: http://www.sorilinfraresources.com/dir/investor/Remuneration%20Policy SORIL%2QInfra.pdf

LOANS, GUARANTEES OR INVESTMENTS

During the FY 2017-18, in terms of the provisions of Section 186(1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies.

The Company’s investment/loans/guarantees, during FY 2017-18, were in compliance with the provisions of section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report. None of the transactions with related parties is material transaction and/or transaction which is not at Arm’s length, therefore, the information/disclosure required pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be given. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company, at web-link: http://www.sorilinfraresources.com/dir/investor/18.SORIL Policy for Dealing with Related Party Transactions.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensurate with the size, scale and complexity of its operations; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. Based on the reports of the Internal Auditors, process owners undertake corrective actions, in their respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed in this report, there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the Financial Year of the Company i.e. March 31, 2018 and the date of this Report.

Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company’s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

A. Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the following measures are undertaken:

a) Replacing all of its lighting system with LEDs, which is expected to slash related electricity consumption by over 50%.

b) Installation of five star energy conservation air conditioning systems.

c) Installation of automatic power controllers to save maximum demand charges and energy.

d) Installation of TFT monitors that saves power.

e) Periodic Training sessions for employees on ways to conserve energy in their individual roles.

B. Technology Absorption

The nature of business being carried out by the Company entails an extensive use of effective information technology so as to ensure that its services reach the end users i.e. its clients without any loss of time. The Company has implemented best of the class applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security. It has helped it in implementing best business practices and shorter time to market new schemes, products and customer services.

The Company’s investment in technology has improved customer services, reduced operational costs and development of new business opportunities.

C. Foreign Exchange Earnings and Outgo

There were no earnings in the foreign exchange during the year under review, the foreign exchange outgo is given in the table below:

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013, the Company has formulated robust Business Risk Management policy to identify and evaluate business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence. The requirement of constituting Risk Management Committee in terms of SEBI (LODR) Regulations, 2015 is not applicable to the Company. PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in Annexure 4, forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, read with the said rules, the Directors’ Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5(2) of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Company’s Registered Office or at its Corporate Office, at Gurugram, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company’s strategy, business model, product and service offerings, customers’ & shareholders’ profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company.

The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of Independent Directors. The details of the familiarization programs have been hosted on the website of the Company, at web-link: http://www.sorilinfraresources.com/dir/investor/Details of familiarization programmes imparted to independent directors.pdf.

SUBSIDIARY COMPANIES

Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statement along with its subsidiary, in the same form and manner, as that of the Company, which shall be laid before its ensuing Annual General Meeting along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiary, for the year ended March 31, 2018, forms part of this Annual Report.

For the performance and financial position of the subsidiary of the Company, along with other related information required pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the Members are requested to refer to the Financial Statements of the Company.

Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements and detailed information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company on all working days between 10:00 A.M. to 6:00 P.M. upto the date of AGM.

COMMITTEES OF THE BOARD

The Company has following Board constituted committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The details with respect to composition, power, role, terms of reference, etc. of each of these committees are given in the Corporate Governance Report forming part of this Annual Report.

Apart from the above, the Board has also constituted Compensation Committee for administration of stock option scheme(s), Management Committee for administration and operational matters, Issuance Committee for considering issuance of securities and Reorganization Committee for considering and evaluating reorganization options.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards harassment at the workplace and has constituted an Internal Complaints Committee and also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the financial year 2017-18, no cases of sexual harassment were reported.

APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy (“the Policy”), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees of the Company. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Company’s Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Company’s funds / assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The details of the Whistle Blower Policy are available on the website (www. sorilinfraresources.com) of the Company. The Audit committee set by the Board constitutes a vital component of the whistle blower mechanism and instances of financial misconduct, if any, are reported to the Audit committee. No employee is denied access to the Audit Committee.

GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and Notice of the Thirteenth AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2017-18 and Notice of the Thirteenth AGM will be sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the Thirteenth AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by Companies (Management and Administration) Amendment Rules, 2015, and the SEBI (LODR) Regulations, 2015. The instructions for e-voting are provided in the AGM Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Anil Malhan Sargam Kataria

Date: August 30, 2018 Executive Director Director

Place: Gurugram DIN: 01542646 DIN: 07133394


Mar 31, 2015

Dear Members,

The Directors present to you the Tenth Annual Report together with audited statement of accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2015 are as under:

Amount in Rs.

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Profit/ (Loss) before Tax and 359,473,374 429,931,534 Depreciation

Less: Depreciation of Fixed Assets 126,842,205 77,785,008

Profit/ (Loss) before Tax 232,631,169 352,146,526

Less: Prior Period Tax Adjustments 199,353 438,109

Profit/ (Loss) after Tax 232,431,816 351,708,417

Profit/ (Loss) brought forward (2,768,254,470) (3,116,831,977)

Less: Adjustments due to depreciation* 704,959 -

Amount available for appropriation (2,536,527,613) (2,765,123,560)

Less: Appropriations:

Proposed dividend on preference shares 2,676,105 2,676,105

Corporate dividend tax thereon 535,064 454,805

Balance carried forward to Balance (2,539,738,782) (2,768,254,470) Sheet

*Impact of transitional provision provided in the Schedule II of the Companies Act, 2013.

BUSINESS REVIEW

The Company is primarily engaged into the business of providing property and facility management services, rental services of plant and machinery etc. Your directors believe that these businesses have huge potential & scope for further business development.

Property & Facility Management Services

The Company is engaged in all avenues of the business of Property & facility management, which is a multi-discipline field involving maintenance and care of the buildings and properties, maintenance of all the common facilities including common area development and landscaping, security, pest control, waste disposal and recycling etc. The vast area of business operations & revenue generation in this field gives huge business opportunities to the Company.

Renting of Plant and Machinery

The Company is aggressively involved in the rental business of plant and machinery. Our brand new asset base includes tower cranes, passenger cum material hoists, boom placers, material hoists, transit mixers, dumpers, excavators, formwork for construction of building / structures. The renting of machinery is done on both terms, i.e. dry and wet lease basis.

DIVIDEND

In view of the accumulated losses and in order to utilize the profits for business requirements of the Company, your Directors do not recommend any dividend.

DIRECTORS & KEY MANAGERIAL PERSONNEL

To achieve the highest standards of Corporate Governance in its management, during the financial year 2014-15, the Board of Directors of the Company (Board) was re-constituted with appointment of Ms. Pia Johnson, as Woman Executive Director and appointments of Mr. Shamsher Singh Ahlawat, Mr. Aishwarya Katoch and Mr. Prem Prakash Mirdha, as independent directors. All the present Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

Mr. Abhimanyu Singh Mehlawat, Executive Director and Mr. Karan Singh Khera, Independent Director, ceased to be directors of the Company during FY 2014-15. The Board has placed on record its appreciation for the contributions made by these directors, during their respective tenures of office.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mehul Johnson (DIN: 00016075), Director, retire by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board of Directors recommend his re-appointment.

Further, Ms. Pia Johnson (DIN: 00722403) was appointed by the Board of Directors as an Additional Director and Whole-time Director of the Company for a period of 5 years with effect from January 30, 2015, without any remuneration. However, being an Additional Director, she holds office as such, upto the date of ensuing Annual General Meeting. The Company has received a notice along with a deposit in terms of Section 160 of the Companies Act, 2013, from a member, proposing the candidature of Ms. Pia Johnson for the office of Director of the Company. Accordingly, the Board recommends her appointment as such.

The present composition of the Board along with the brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, Mr. Vijay Kumar Agrawal was appointed as CFO - a key managerial person of the Company, in accordance with the provisions of the Companies Act, 2013, with effect from April 23, 2014.

EMPLOYEE STOCK OPTIONS

The disclosures required to be made in the Directors' Report in respect of 'Store One Retail India Limited Employees Stock Option Scheme-2009', in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure 1, forming part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30, 2009, have approved the launch of 'Store One Retail India Limited Employees Stock Option Scheme-2009 (II)' covering 3,000,000 (Thirty Lac) stock options, for the benefit of the Eligible Employees. However, no options have yet been granted by the Board/ Compensation Committee under this scheme.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN : INE 034H01016) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2015-16 have been paid.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the Statutory Auditors of the Company were appointed by the members in their Ninth Annual General Meeting, held on September 26, 2014, for a period of five years i.e. until the conclusion of the fourteenth Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of Eleventh Annual General Meeting is in accordance with the provisions of the Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Agarwal Prakash & Co., as Statutory Auditors of the Company till the conclusion of Eleventh Annual General Meeting of the Company.

The Auditors' Report is self-explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Company has appointed M/s Barnita Jain & Associates, a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2014-15. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2014-15, is annexed as Annexure 2, forming part of this Report. The Report is self- explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Health, Education, Sanitation, Nutrition and Rural Development, as per its CSR Policy (available on your Company's website www.storeone.in) and the details are contained in the Annual Report on CSR Activities given in Annexure 3, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2015 and the profit and loss of the company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013, READ WITH THE RELEVANT RULES AND LISTING AGREEMENT

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013, read with the relevant rules (to the extent applicable) and Listing Agreement, not elsewhere mentioned in this Report, are given in Annexure A, forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the Tenth AGM will be sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the Tenth AGM will be sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the Tenth AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by Companies (Management and Administration) Amendment Rules, 2015, and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the AGM Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Pia Johnson Mehul Johnson Date : August 28, 2015 Executive Director Director Place : New Delhi (DIN: 00722403) (DIN: 00016075)


Mar 31, 2014

Dear Shareholders,

The Directors present to you the Ninth Annual Report together with audited statement of accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2014 are as under:

Amount in Rs. Particulars Year ended Year ended March 31, 2014 March 31, 2013 Profit/ (Loss) before Tax and Depreciation 429,931,534 435,832,981

Less: Depreciation/ Impairment of Fixed Assets 77,785,008 59,212,287

Profit/ (Loss) before Tax 352,146,526 376,620,694

Less: Provision for Taxation & Prior Period Tax Adjustments 438,109 -

Profit/ (Loss) after Tax and Prior Period Tax Adjustment 351,708,417 376,620,694

Profit/ (Loss) brought forward (3,116,831,977) (3,490,321,761)

Balance carried forward to Balance Sheet (2,765,123,560) (3,113,701,067)

BUSINESS REVIEW

The Company is primarily engaged into the business of providing property and facility management services, rental services of plant and machinery etc. Your directors believe that these businesses have huge potential & scope for further business development.

Property & Facility Management Services

The Company is engaged in all avenues of the business of Property & facility management, which is a multi-discipline field involving maintenance and care of the buildings and properties, maintenance of all the common facilities including common area development and landscaping, security, pest control, waste disposal and recycling etc. The vast area of business operations & revenue generation in this field gives huge business opportunities to the Company.

Renting of Plant and Machinery

The Company is aggressively involved in the rental business of plant and machinery. Our brand new asset base includes tower cranes, boom placers, hoists, transit mixers, dumpers, excavators, form-work for construction of building / structures. The renting of machinery is done on both terms, i.e. dry and wet lease basis.

CHANGE IN THE CAPITAL OF THE COMPANY

Subsequent to the financial year ended March 31, 2014, the Company allotted 4,400,000 equity shares of face value Rs. 10 each to Indiabulls Wholesale Services Limited, the Promoter, against conversion of equivalent number of warrants, consequent to which the paid up equity share capital of the Company increased from Rs. 232,000,000 divided into 23,200,000 Equity Shares of face value Rs. 10 each to Rs. 276,000,000 divided into 27,600,000 Equity Shares of face value Rs. 10 each.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend on equity shares.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under ''Store One Retail India Limited Employees Stock Option Scheme-2009'', in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30, 2009 have approved the launch of ''Store One Retail India Limited Employees Stock Option Scheme-2009 (II)'' (''SORIL ESOS - 2009 (II)'') covering 3,000,000 (Three Millions) stock options, for the benefit of the Eligible Employees. However, no options have yet been granted by the Board/Compensation Committee under this scheme.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mehul Johnson (DIN: 00016075), Director, retire by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board of Directors of the Company (Board) recommend his re-appointment.

The Board has proposed the appointment of Mr. Shamsher Singh Ahlawat (DIN: 00017480), Mr. Aishwarya Katoch (DIN: 00557488) and Mr. Prem Prakash Mirdha (DIN: 01352748), as Independent Directors of the Company. Keeping in view their vast experience & knowledge, the Board is of the view that it will be in the interest of the Company that aforesaid persons are appointed as Independent Directors on its Board.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Shamsher Singh Ahlawat as the Chairman and Mr. Mehul Johnson and Mr. Abhimanyu Mehlawat, as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the FY 2014-15 have been paid to both the Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have 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 as at March 31, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration Number: 005975N), are proposed to be appointed as Statutory Auditors of the Company, for a period of 5 years, to hold office as such from the conclusion of this AGM, in place of retiring auditors M/s Sharma Goel & Co. LLP, Chartered Accountants, who have completed their five year term.

The Company has received a special notice from a member proposing M/s Agarwal Prakash & Co., Chartered Accountants, as statutory auditors of the Company.

M/s Agarwal Prakash & Co., Chartered Accountants, has submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as statutory auditors of the Company. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

GREEN INITIATIVES

Electronic copies of the Annual Report for the FY 2013-14 and Notice of the 9th AGM are sent to all the members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report for the FY 2013-14 and Notice of the 9th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in the Notice.

INFORMATION PURSUANT TO SECTION 217(1)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Date : August 26, 2014 Abhimanyu Singh Mehlawat Mehul Johnson Place : New Delhi Whole-time Director Director


Mar 31, 2013

Dear Shareholders,

The Directors present to you the Eighth Annual Report together with audited statement of accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2013 are as under:

(Amount in Rs.) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Profit/ (Loss) before Tax and Depreciation 435,832,980 181,179,183

Less: Depreciation/ Impairment of Fixed Assets 59,212,287 62,786,644

Profit/ (Loss) before Tax 376,620,693 118,392,539

Less: Provision for Taxation & Prior Period Tax Adjustments

Profit/ (Loss) after Tax and Prior Period Tax Adjustment 376,620,693 118,392,539

Profit/ (Loss) brought forward (3,490,321,761) (3,608,714,300)

Balance carried forward to Balance Sheet (3,113,701,067) (3,490,321,761)

KEY FINANCIAL HIGHLIGHTS

- Sale of Products in FY''13 increased to Rs. 8.89 crores as against the sales of f 2.68 crores in FY''12.

- Income from Equipment Hiring Services in FY''13 increased to Rs. 15.66 crores as against Rs. 0.16 crores in FY''12.

- Income from Property Maintenance Services in FY''13 increased to Rs. 63.78 crores as against Rs. 47.17 crores in FY'' 12.

- Revenue from operations for the year FY ''13 stood at Rs. 89.24 crores as against Rs. 50.01 crores in FY''12 and the Profit after tax (PAT) increased to Rs. 37.66 crores in FY''13 as against Rs. 11.84 crores in FY''12.

- Earning per share in FY''13 increased to Rs. 17.76 as against Rs. 5.92 in FY''12.

BUSINESS REVIEW

With a view to maximize the shareholders wealth and in its constant endeavor to make the Company a profitable venture by exploiting new business opportunities, during the year 2012-13, the Company has ventured into the new businesses of providing infrastructure resources and/or the travel agency business along with its ongoing businesses. With the new ventures, the Company has multiple businesses including the business of providing property and facility management, plant and machinery management and its rental services and wholesale trading business. All the business of the Company have huge untapped business opportunities & large avenues for further business development.

Property & Facility Management Services

Property Management is multi discipline field devoted to the maintenance and care of the buildings and properties, which comprise of Maintenance, care and running of all the common facilities of the complex to include technical systems (mechanical, electrical & civil), Soft services and housekeeping tasks, Common area development and landscaping, Security, Pest control, waste disposal and recycling etc. and Leasing and marketing activities of the complex for rent and lease. The vast area of business operations & revenue generation in this field gives huge business opportunities to the Company.

Renting of Plant and Machinery

The Company is now aggressively involved in the rental business of Plant and Machinery in the infrastructure development field. Our brand new asset base from renowned manufacturers includes tower cranes, boom placers, hoists, transit mixers, dumpers, excavators etc. In addition, the Company will also engage in renting Formwork for construction of building / structures. The renting of machinery is done on both terms, i.e. dry and wet lease basis.

Wholesale trading

he Company is also engaged in the business of wholesale trading of various industrial / consumer products and commodities in select Indian cities. The Company is trying to establish its foothold in this segment.

Travel Agency

Evaluating the high potential & business opportunities mainly for corporate clients, the Company has recently ventured into the business of travel agency, which is one of the fastest-growing industries.

ISSUE AND ALLOTMENT OF EQUITY SHARES AND WARRANTS TO INDIABULLS WHOLESALE SERVICES LIMITED, PROMOTER

During the FY 2012-13, the Company has issued and allotted (i) 32,00,000 (Thirty Two Lakhs) equity shares of face value Rs. 10/- each of the Company at the issue price of Rs. 30.50 per equity share; and (ii) 44,00,000 (Forty Four Lakhs) fully convertible warrants, convertible at the option of the warrant-holder into 44,00,000 equity shares of Rs. 10/- each of the Company at a conversion price of Rs. 30.50 per Equity Share, as determined in accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements), Regulations 2009, to Indiabulls Wholesale Services Limited, the Promoter. With this issue of 32 lac equity shares, the paid-up capital of the Company got increased to 2,32,00,000 shares of Rs. 10 each and the promoters holding has been increased to 68.89%.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under the employee stock option scheme in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30,2009 have approved the launch of ''Store One Retail India Limited Employees Stock Option Scheme-2009 (II)'' (''SORIL ESOS-2009 (II)'') covering 30,00,000 (Thirty Lacs) stock options, for the benefit of the Eligible Employees. The options under this Scheme are not yet granted by the Board/ Compensation Committee.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 132 of the Articles of Association of the Company, Mr. Prem Prakash Mirdha (DIN: 01352748) and Mr. Mehul Johnson (DIN: 00016075), Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Further, the existing term of Mr. Abhimanyu Singh Mehlawat, Whole-time Director (WTD) shall come to an end on November 12, 2013 and the Board recommends his re-appointment as WTD w.e.f. November 13, 2013 for a further period of three years on same terms.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (IMSE). The listing fees for the FY 2013-14 have been paid to both the exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

As''required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have 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 as at March 31, 2013 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217(l)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the said

Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Date : September 2, 2013 Abhimanyu Singh Mehlawat Mehul Johnson

Place : New Delhi Whole-time Director Director


Mar 31, 2012

The Directors present to you the Seventh Annual Report together with audited statement of accounts for the financial year ended March 31,2012.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2012 are as under:

(Amount in Rs.)

Particulars Year ended Year ended March 31,2012 March 31,2011

Profit/ (Loss) before Tax and Depreciation 181,179,183 (290,129,832)

Less: Depreciation/ Impairment of Fixed Assets 62,786,644 61,582,392

Profit/(Loss) before Tax 118,392,539 (351,712,224) Less: Provision forTaxation & Prior Period Tax Adjustments

Profit/ (Loss) after Tax and Prior Period Tax Adjustment 118,392,539 (351,712,224)

Loss brought forward (3,608,714,300) (3,257,002,076)

Balance carried forward to Balance Sheet (3,490,321,761) (3,608,714,300)

BUSINESS REVIEW

During the year 2011 -12, to exploit new business opportunities, the Company has ventured into the business of providing property and facility management, plant and machinery management and its rental services, alongwith its ongoing business activities of wholesale trading business. With the thrust on infrastructural development in the country, the business of provision of Plant and Machinery in the construction industry has huge untapped business opportunities & large avenues for further business development. The Company also intends to commence the business of providing infrastructure resources and/or the travel agency business along with its ongoing businesses and have recently obtained the shareholders authorization for the same.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'Report in respect of the stock options granted under the employee stock option scheme in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30, 2009 have approved the launch of'Store One Retail India Limited Employees Stock Option Scheme-2009 (II)' ('SORIL ESOS - 2009 (II)') covering 3,000,000 (Thirty Lacs) stock options, for the benefit of the Eligible Employees. The options under this Scheme are not yet granted by the Board/ Compensation Committee.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 132 of the Articles of Association of the Company, Mr. Karan Singh Khera (DIN: 00017236) and Mr. Shamsher Singh Ahlawat (DIN: 00017480), Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the FY 2012-13 have been paid to both the exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have 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 as at March 31,2012 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing arid detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a going concern basis.

AUDITORS & AUDITORS' REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217(1)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

Date: August 30, 2012 For and on behalf of the Board of Directors

Place: New Delhi

Sd/- Sd/- Abhimanyu Singh Mehlawat Mehul Johnson

Whole-time Director Director


Mar 31, 2010

The Directors present to you the Fifth Annual Report together with audited statement of accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2010 are as under:

Amount in Rs.

Year ended Year ended Particulars March 31, 2010 March 31, 2009

Profit/(Loss) before Depreciation (418,356,423) (803,740,740)

Less: Depreciation/Impairment of Fixed Assets 93,615,014 88,697,913

Profit/(Loss) before Tax (511,971,437) (892,438,653)

Add: Deferred Tax Adjustment -- (8,578,269)

Less: Provision for Tax (FBT) -- (1,885,575)

Profit/(Loss) after Tax (511,971,437) (902,902,497)

Profit/(Loss) brought forward (2,745,030,639) (1,842,128,142)

Balance carried forward to Balance Sheet (3,257,002,076) (2,745,030,639)

BUSINESS REVIEW

The Company had forayed in multiple formats, one of them being a chain of Lifestyle Stores under the name "store ONE" and Hyper Marts under the brand "Happy Store" offering great value for money on daily needs, apparels, home and appliances.

The new "store oNe" will be more compact and will house our in-house private labels, offering the latest designs at very attractive price points across apparels, accessories, fragrances and footwear. These stores will have a number of products to meet the varied needs of the customers. With so many choices today, shoppers are looking for retailers that stand out from the crowd. The Stores will be driving to deliver a differentiated shopping experience with unique merchandise showcasing latest fashion trends, excellent service and breakthrough marketing and special events.

Happy stores are neighborhood stores selling groceries and other daily need products. They have the right products at convenient locations, meeting daily shopping needs of customers as a convenience store. These stores take pride in the quality, products and services and offer a broad selection of the best brands. Also, to ensure long term viability and sustainability of the Happy Store brand, the Company has franchised its stores wherein the responsibility of day to day operations & maintaining of optimum in-stock levels of all merchandise lies with the franchisee.

To leverage on its assets base, product range and services, the Company plans to venture into wholesale trading business. This would result in operational synergies in the area of sourcing, product placement and logistics along with cost savings due to rationalization, standardization and simplifcation of systems & processes.

CHANGE IN NAME OF THE COMPANY

The Company has forayed in a business format of chain of lifestyle stores under the name of "store ONE" and to bring the name of the Company in sync with the said brand, the name of the Company was changed from Indiabulls Retail Services Limited to Store One Retail India Limited w.e.f. October 6, 2009.

DIVIDEND

In view of loss incurred during the year under review, your directors do not recommend any dividend.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

SUBSIDIARY

During the current financial year, Albasta Power Limited has become the Wholly-owned subsidiary of the Company.

Directors

Subsequent to the end of the financial year, Mr. Rajiv Rattan and Ms. Savita Singh, Directors resigned from the Directorship of the Company and Mr. Mukul Bansal was appointed as an additional director on the Board of the Company w.e.f. August 14, 2010. Your

Directors place on record deep sense of appreciation for the valuable services rendered by Mr. Rajiv Rattan and Ms. Savita Singh during their tenure as Directors on the Board of the Company.

Mr. Mukul Bansal holds his offce as additional director up to the date of ensuing Annual General Meeting of the Company. The Company has received notice in terms of the Section 257 of the Companies Act, 1956, from a member, signifying his intention to propose the candidature of Mr. Bansal for the offce of Director of the Company.

Further, in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 132 of the Articles of Association of the Company, Mr. Prem Prakash Mirdha and Mr. Shamsher Singh, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specifc functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have 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 as at March 31, 2010 and the loss of the Company for the year ended on that date;

3. the Directors have taken proper and suffcient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a going concern basis.

AUDITORS & AUDITORS REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643-N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certifcate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their reappointment.

The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the financial year 2010-11 have been paid to both the exchanges.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certifcate certifying the Companys compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

INFORMATION PURSUANT TO SECTION 217(1)(e) and (2A) OF THE COMPANIES Act, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, during the year under review, the Company did not employ any person falling within the purview of Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Date: August 31, 2010

Anil Lepps Mehul Johnson

Place : New Delhi Whole-time Director Director


Mar 31, 2009

The Directors present to you the Fourth Annual Report together with audited statement of accounts for the financial year ended March 31,2009.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2009 are as under:

Amount in Rs. Particular s Year ended Year ended

March 31,2009 March 31,2008

Profit/(Loss) before Depreciation (803,740,740) (1,206,370,937)

Less: Depreciation/Impairment of 88,697,913 74,995,253

Fixed Assets

Profit/(Loss) before Tax (892,438,653) (1,281,366,190)

Add: Deferred Tax Adjustment (8,578,269) (2,828,176)

Less: Provision for Tax (FBT) (1,885,575) (5,118,717)

Profit/(Loss) after Tax (902,902,497) (1,289,313,083)

Profit/(Loss) brought forward (1,842,128,142) (552,815,059)

Balance carried forward to Balance Sheet (2,745,030,639) (1,842,128,142)

BUSINESS OVERVIEW

Your Company has forayed in multiple formats, one of them being a chain of Lifestyle Stores under the name "store ONE" and Hyper Marts under the brand "Happy Store" offering great value for money on daily needs, apparels, home and appliances.

"store ONE" will be one-stop lifestyle shopping destinations offering extensive assortment across apparels, accessories, fragrances, cosmetics, footwear, home furnishing and decor products. The new stores will have a number of products of international and local repute to meet the varied shopping needs of customers. With so many choices today, shoppers are looking for retailers that stand out from the crowd. These stores will aggressively be driving to deliver a differentiated shopping experience with unique merchandise, fashion brands, interesting stores, excellent service and breakthrough marketing and special events.

"Happy Stores" are neighborhood stores selling groceries and other daily need products. They have the right products at convenient locations, meeting daily shopping needs of customers as a convenience store. These stores take pride in the quality, products and services and offer a broad selection of the best brands.

The Company has consolidated its operations at existing locations in NCR & Maharashtra and is now looking to expand new stores / marts at various locations across India.

CHANGEOFNAME

The Company is currently in the process of re-branding its lifestyle stores under a new brand name store ONE, and to bring the name of the Company in sync with the said brand, the Board has considered it desirable and prudent to change the name of the.Company to "Store One Retail India Limited". The availability of proposed name has been confirmed by the Registrar of Companies, NCT of Delhi & Haryana. Pursuant to the applicable provisions of the Companies Act, 1956, the change of name requires shareholders approval by way of a Special Resolution, therefore Board has recommend a special resolution for the approval of shareholders at its Annual Genera] Meeting.

DIVIDEND

In view of loss incurred during the year under review, your directors do not recommend any dividend for the year under review.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EMPLOYEES STOCK OPTIONS

During the Financial Year, the Employee Stock Option plans of the Company namely, (1) Piramyd Retail Limited Stock Option Plan - 2005, covering 3,00,000 stock options, and (2) PRL Stock Option Plan - 2006, covering 7,00,000 stock options, were cancelled and withdrawn.

However, with a view to reward performance, to retain talented employees of the Company and those of its holding and subsidiary companies and with a view to cover a wider employee base, a new employee stock option scheme titled "Indiabulls Retail Services Limited Employees Stock Option Scheme - 2009", covering 15 lacs stock options convertible into an equivalent number of Shares of face value of Rs. 10 each was launched vide shareholders authorization dated February 9,2009. Thereafter, subsequent to the year end, the Compensation Committee of the Board has granted the said 15 lacs options to eligible employees, at an exercise price of Rs. 30.45. The stock options so granted shall vest in eligible employees with in 10 years, with effect from June 6,2010, the first vesting date.

The disclosures required to be made in the Directors Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

Mr. Sameer Gehlaut, Mr. Ikroop Singh Kehal, Mr. Tarun Tyagi and Mr. Udesh Jha, Directors resigned from the Directorship of the Company w.e.f. August 22,2008, January 6,2009, March 18,2009 and June 30,2009, respectively. Your Directors place on record deep sense of appreciation for the valuable services rendered by them during their tenure as Directors on the Board of the Company.

During the year, Mr. Anil Lepps and Mr. Mehul Johnson were appointed as Additional Directors on the Board of the Company w.e.f. January 6,2009 and March 18,2009, respectively. The Additional Directors so appointed hold their respective offices up to the date of ensuing Annual General Meeting of the Company. Further, the Company has received notices in terms of the Section 257 of the Companies Act, 1956, from members, signifying their intention to propose the candidature of Mr. Lepps and Mr. Johnson for the office of Directors of the Company.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, Mr. Aishwarya Katoch and Mr. Karan Singh, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report and also in the explanatory statement to the resolutions proposing their appointment, as set out in the notice calling the Annual General Meeting, both of which form an integral part of the Annual Report.

DIRECTORSRESPONSIBILITYSTATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have 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 as at March 31,2009 and the loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the AnnualAccountsofthe Company on a going concernbasis.

AUDITORS & AUDITORSREPORT

M/s A Sardana & Co., Chartered Accountants, who were appointed as Statutory Auditors of the Company at the last AGM of the Company, resigned from their office vide their letter dated January 6, 2009. The shareholders of the Company have appointed M/s Ajay Sardana Associates, Chartered Accountants as the Statutory Auditors of the Company vide resol ution passed through postal ballot process the result whereof was declared on February 9,2009.

M/s Ajay Sardana Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the limits specified under Section 224(1B) of the CompaniesAct, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the annual report are self explanatory and therefore do not call for ¦ any further explanation.

LISTING WITH STOCKEXCHANGES

The Equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the financial year 2009-10 have been paid to both the exchanges.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

INFORMATION PURSUANTTO SECTION 217(1) (e) AND (2A) OFTHE COMPANIESACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the CompaniesAct, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms apart of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the said Act read with the Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

Date: September 1,2009

Place: New Delhi For and on behalf of the Board of Directors

Sd/- Sd/- AnilLepps MehulJohnson Whole-time Director Director

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