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Directors Report of SRS Finance Ltd.

Mar 31, 2016

To,

The Shareowners,

The Directors of your Company are pleased to present the 22nd Annual Report of the Company for the financial year 2015-16, along with the audited statement of accounts.

FINANCIAL RESULTS

The results of your Company''s financial prudence and business excellence for the year ended 31st March, 2016 are as follows: -

(Amount in Lacs)

Particulars

31.03.2016

31.03.2015

Gross Sales/Operational Revenues

5294.43

7638.09

Other Income

13.38

6.99

Total Income

5307.81

7645.08

Profit/(Loss) before Finance Cost, Depreciation & Amortization Expense and Tax

1816.15

2450.23

Finance Cost

1272.64

1475.95

Profit/(Loss) before Depreciation & Tax

543.50

974.28

Depreciation & Amortization Expense

20.93

22.78

Profit/(Loss) before Tax

522.57

951.50

Provision for Tax

- Current

257.04

181.11

- MAT Credit

0.00

(43.87)

- Deferred Tax

(67.40)

161.23

- Earlier Years

0.15

17.03

Profit after Tax

332.77

636.00

Amount transferred to Special Reserve u/s 45-IC of RBI Act, 1934

66.55

127.20

Earning Per Share (Rs.)

- Basic

0.339

0.648

- Diluted

0.339

0.648

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

Your Company had a decline in its key indicators such as turnover and profitability. At Rs.5307.81 Lacs, the total income showed a decline of 30.57% as compared to Rs.7645.08 Lacs in the previous year. PAT also stands at Rs.332.77 Lacs as compared to Rs.636.00 Lacs in the previous year.

DIVIDEND

Yours Directors have considered it financially prudent in the long term interest of the Company to reinvest the profits to build a strong reserve base and grow the business of the Company. No dividend has, therefore, been recommended for the year ended 31st March, 2016.

TRANSFER TO RESERVES

It has been proposed to transfer Rs.66.55 Lacs to Special reserve under section 45-IC of RBI Act, 1934.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act, 2013, Sh. Naveen Kumar Tayal, is due to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment as Director of the Company.

Dr. Anil Jindal has resigned from the directorship of the Company on 4th November, 2015. The Board places on record its sincere appreciation for the services rendered by Dr. Anil Jindal during his tenure of directorship.

Sh. Deepak Garg was appointed as an Additional (Non-Executive) Director of the Company on 4th November, 2015. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for reappointment.

Due to other preoccupations, Ms. Shubhra Agrawal has resigned from the directorship of the Company on 2nd March, 2016. The Board places on record its sincere appreciation for the services rendered by Ms. Shubhra Agrawal during her tenure of directorship.

Sh. Bishan Bansal was appointed as Managing Director & CEO of the Company on 20th June, 2016 (after receiving prior approval from Reserve Bank of India vide its letter dated 10th June, 2016) subject to approval of the members in the ensuing Annual General Meeting.

Due to other preoccupations, Sh. Ankit Sachdeva had resigned from the position of Managing Director & CEO of the Company vide his letter dated 8th April, 2016. However, the prior approval from Reserve Bank of India was received on 10th June, 2016, therefore, his resignation was accepted in the Board Meeting held on 20th June, 2016. The Board places on record its sincere appreciation for the services rendered by Sh. Ankit Sachdeva during his tenure of directorship.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014, Ms. Tanu Kwatra have been appointed as an additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 31st March, 2016 up to 30th March, 2021, not liable to retire by rotation. Her tenure of office expires at the forthcoming Annual General Meeting and she is eligible for reappointment.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014, Ms. Aarti Madaan has been appointed as an additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 20th June, 2016 up to 19th June, 2021 not liable to retire by rotation. Her tenure of office expires at the forthcoming Annual General Meeting and she is eligible for reappointment.

Due to other preoccupations, Sh. Kailash Tayal has resigned from the directorship of the Company on 20th June, 2016. The Board places on record its sincere appreciation for the services rendered by Sh. Kailash Tayal during his tenure of directorship.

Notices under Section 160 of the Companies Act, 2013 have been received from members intending to propose the appointment of Directors of the Company at the ensuing Annual General Meeting.

A brief resume of these Directors, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed with the Notice calling 22nd Annual General Meeting of the Company.

All the Independent Directors have given a declaration under sub-section (6) of Section 149 of the Companies Act, 2013 confirming their independence dated 31st March, 2016.

Sh. Bishan Bansal, Managing Director & CEO and Sh. Naveen Kumar Tayal, Whole- Time Director & CFO are not receiving any commission/remuneration from the Company or any other Company of SRS Group.

NUMBER OF BOARD MEETINGS

During the year under review, Nineteen (19) Board Meetings were held .The meeting of Independent Directors was held on 31st March, 2016. The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report. The maximum gap between any two meetings was not more than one hundred and twenty days.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:-

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2015-16:

S. No.

Name of Directors

Nature of Directorship

Ratio

(i)

Sh. Ankit Sachdeva*

Managing Director & CEO

3.4:1

(ii)

Sh. Naveen Kumar Tayal

Whole-Time Director & CFO

3.4:1

*resigned on 20.06.2016

(ii) the percentage increase in remuneration of Managing Director & CEO, Whole-Time Director & CFO and Company Secretary in the financial year

S. No.

Name of Directors/KMPs

Category

% increase

(i)

Sh. Ankit Sachdeva*

Managing Director & CEO*

32

(ii)

Sh. Naveen Kumar Tayal

Whole-Time Director & CFO

39

(iii)

Ms. Rakhi Mehta

Company Secretary

7.5

*resigned on 20th June, 2016

There was no increase in the remuneration of non-executive directors by way of sitting fees for attending board/committee meetings for the financial year 2015-2016. No profit linked commission is paid to non-executive independent directors of the company.

(iii) the percentage increase in the median remuneration of employees in the financial year: 31.4 %

(iv) the number of permanent employees on the rolls of Company as on 31stMarch, 2016: 14

(v) the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

S. No.

Name of Employees

Ratio

(i)

Ms. Ritu Raaj Garg

1:1.3

(ii)

Mr. Jitin Sadana

1:1.2

vi) It is affirmed that the remuneration is as per the Remuneration Policy of the Company.

PERFORMANCE EVALUATION MECHANISM

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

REMUNERATION POLICY

Information regarding Remuneration Policy for Directors, KMP & other Employees is given in the Corporate Governance Report.

COMPOSITION OF COMMITTEES

The composition of Corporate Social Responsibility Committee as required under Section 135(2) and the composition of Audit Committee as required under Section 177 (8) of the Companies Act, 2013 is given in the Corporate Governance Report.

Further, the Board has accepted all the recommendations of the Audit Committee during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to section 186 (11) of the Companies Act, 2013 (''the Act''), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, the details of investments made by the Company are given in Note No.2.9 to the Financial Statement.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. There being no ''material'' related party transactions as defined under the Companies Act, 2013 read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence, there are no details to be disclosed in Form AOC-2 in that regard.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE AND BRANCHES

The Company has no subsidiary Companies or joint ventures as at 31st March, 2016. As on 31st March, 2016, there were no associate Companies and therefore, annexing of report in Form AOC-1 relating to salient features of associates companies is not applicable. The details of Companies ceased to be the associate Companies is as follows:-

(i) SRS Modern Sales Limited (up to 29.12.2015)

(ii) SRS Bright Retail Limited (Formerly known as SRS E-Retail Limited)(up to 03.11.2015)

(iii) SRS Entertainment India Limited (Formerly known as SRS Entertainment Limited)(up to 01.01.2016)

CREDIT RATING

Brickwork Ratings India Pvt. Ltd., the Credit Rating Agency, has assigned credit ratings for the Company''s Bank Loan Facilities as BWR BBB (with a stable outlook) -(Pronounced as BWR Triple B) valid up to 4th November, 2016.

Earlier SMERA Ratings Limited had awarded ratings to the Bank Facilities of the Company as BBB- on 3rd March, 2015 for a period of one year. The tenure of the said ratings expired on 2nd March, 2016 and the Company has not approached SMERA Ratings Limited for renewal. However, SMERA Ratings Limited downgraded the ratings for the Company''s Bank Loan Facilities from SMERA BBB- to SMERA D. The Company has not accepted such rating and is contemplating surrender of rating which is under process.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2016.

AUDITORS Statutory Auditors

The members are requested to approve the appointment of M/s. SVP & Associates, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of the Fourth consecutive AGM subject to the ratification in every AGM . M/s. SVP & Associates were appointed as Statutory Auditors to fill the casual vacancy cause by resignation of M/s. Naresh Jai & Associates.

Internal Auditors

M/s LAA & Associates have been appointed as the Internal Auditors of the company, consequent to the resignation tendered by M/s Sachin S C Singhal & Associates stating their inability to continue as the internal auditors of the company due to their preoccupation in other assignments.

AUDITORS'' REPORT

Auditors of the Company have not expressed any qualification in their report and notes to accounts where ever given are self-explanatory

The auditors have not reported any incident of fraud to the Audit Committee during the financial year 2015-16.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Savita Trehan, Practicing Company Secretary (FCS No.4374) has been appointed to conduct the Secretarial Audit of the Company.

The secretarial audit report for the F.Y 2015-16 in the prescribed form MR-3 given by Ms. Savita Trehan is enclosed as "Annexure-I" to this report. The report is self-explanatory and do not call for any further comments.

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has complied with all the applicable regulations, and directions of the Reserve Bank of India.

As per the FAQ section (Updated as on July 04, 2016) at the RBI Website it is quoted that "CICs in a group would not be considered for aggregating the assets of multiple NBFCs in a group under the circular. Instructions contained in the Core Investment Companies (Reserve Bank) Directions, 2011 dated January 5, 2011 shall be applicable to CICs in this regard."

Taking into consideration the above mentioned point of the FAQ''s, we are complying with the provisions of Non-Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

During the year under review, two fraud cases were detected under the category- Cheating and Forgery- By outsiders- less than Rupees One Lac (being amount of Rs.5000/-), which were noted by the Board and of which proper action was taken and caution notice against such fraudulent activities is uploaded on the website of the Companywww.srsparivar.com

EXTRACT OF ANNUAL RETURN

The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration), 2014, as "Annexure- II" is attached to this report.

RISK MANAGEMENT

The Board of Directors is responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board approved Risk Management policy establishes the guiding principles by which key risks are managed across the organization. The Board monitors and reviews the implementation of various aspects of the Risk Management policy through a duly constituted Risk Management Committee (RMC). The RMC assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework. In the opinion of the Board, none of the risks faced by the Company threaten its existence.

VIGIL MECHANISIM

The details of Vigil mechanism/Whistle Blower Policy are given in Corporate Governance Report.

LISTING AGREEMENT

The Company has adopted New Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with BSE in the Board Meeting held on 2nd February, 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for providing food to Kodi Ashram & Garib Basti- for poor children under eradication of hunger.

The Annual Report on CSR activities is annexed herewith as: "Annexure III"

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy for the prevention of sexual harassment which has been implemented at unit level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL DISCLOSURES

- Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

- Your Company has not issued any shares (including sweat equity shares) under ESOS scheme for its employees/Directors

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

The nature of the activities of the Company does not give much scope for introducing measures for energy conservation and technology absorption and hence, there is nothing to report under the above head Foreign Exchange earning & outgo: NIL

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2015-16 and till the date of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following: -

(a) that in the preparation of the annual accounts for the year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual accounts on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance together with the certificate from Ms. Savita Trehan, Practicing Company Secretary [FCS No.4374], confirming the compliance of the Corporate Governance is attached to this report for information of the Members as "Annexure-IV".

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement is attached to this report for information of the Members.

ACKNOWLEDGMENT

The Directors of your Company wish to place on record their thanks & gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

Place: Faridabad On Behalf of the Board

Date: 24th August,2016 For SRS Finance Ltd.

(Bishan Bansal) (Naveen Kumar Tayal)

Managing Director & CEO Whole-Time Director & CFO

DIN - 00013705 DIN - 06862109


Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 21st Annual Report of the Company for the financial year 2014-15, along with the audited statement of accounts.

FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the year ended 31st March, 2015 are as follows: -

(Amount in Lacs)

Particulars 31.03.2015 31.03.2014

Gross Sales/Operational Revenues 7638.09 3911.84

Other Income 6.99 4.37

Total Income 7645.08 3916.21

Profit/(Loss) before Finance Cost, Depreciation & Amortization 2450.23 1815.98

Expense and Tax

Finance Cost 1475.95 1080.70

Profit/(Loss) before Depreciation & Tax 974.28 735.28

Depreciation & Amortization Expense 22.78 12.58

Profit/(Loss) before Tax 951.50 722.70

Provision for Tax

- Current 181.11 138.65

- MAT Credit (43.87) (138.65)

- Deferred Tax 161.23 209.69

- Earlier Years 17.03 6.48

Profit after Tax 636.00 506.53

Amount transferred to Special Reserve u/s 45-IC of RBI Act, 1934 127.20 101.30

Earning Per Share (Rs.)

- Basic 0.648 0.516

- Diluted 0.648 0.516

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

While the overall economic scenario was dull and growth muted across almost all sectors of the economy, your Company recorded good operational progress across key indicators such as turnover and profitability. At Rs.7645.08 Lacs, total income reported a jump of 95.22% compared to Rs.3916.21 Lacs in the previous year. PAT also grew by 25.56% standing at Rs.636.00 Lacs as compared to Rs.506.53 Lacs in the previous year.

DIVIDEND

Yours Directors have considered it financially prudent in the long term interest of the Company to reinvest the profits to build a strong reserve base and grow the business of the Company. No dividend has, therefore, been recommended for the year ended 31st March, 2015.

TRANSFER TO RESERVES

It has been proposed to transfer Rs.127.20 Lacs to Special reserve under section 45-IC of RBI Act, 1934.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act, 2013, Sh. Naveen Kumar Tayal, is due to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment as Director of the Company.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014, Sh. Kailash Tayal and Mrs. Shubhra Agrawal have been appointed as an additional (Independent) Directors of the Company to hold office for five consecutive years w. e. f. 9th March, 2015 upto 8th March, 2020, not liable to retire by rotation.

Notices under Section 160 of the Companies Act, 2013 have been received from members intending to propose the appointment of Directors of the Company at the ensuing Annual General Meeting.

A brief resume of these Directors, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is annexed with the Notice calling 21st Annual General Meeting of the Company.

All the Independent Directors have given a declaration under sub-section (6) of Section 149 of the Companies Act, 2013 confirming their independence dated 31st March, 2015.

Due to other preoccupations, Sh. Lalit Kumar and Ms. Garima have resigned from the directorship of the Company on 09.03.2015. The Board places on record its sincere appreciation for the services rendered by Sh. Lalit Kumar and Ms. Garima during their tenure of directorship.

In accordance with the Companies Act, 2013 Ms. Rakhi Mehta has been re-designated as Company Secretary in the Board meeting held on 17th June, 2014.

Sh. Ankit Sachdeva, Managing Director & CEO and Sh. Naveen Kumar Tayal, Whole- Time Director & CFO are not receiving any commission/remuneration from any of the Associate Companies.

NUMBER OF BOARD MEETINGS

During the year under review, Nineteen (19) meetings of the Board of Directors were held and the gap between two meetings did not exceed One hundred and twenty days. The meeting of Independent Directors was held on 30th March, 2015. The details of Board meetings and the attendance of Directors in such meeting are given in the Corporate Governance Report annexed as "Annexure-V"

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:-

i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2014-15:

S. Name of Directors Nature of Directorship Ratio No.

(I) Sh. Ankit Sachdeva Managing Director & CEO 2:1

(ii) Sh. Naveen Kumar Tayal Whole-Time Director & CFO 2:1

(ii) the percentage increase in remuneration of Managing Director & CEO, Whole-Time Director & CFO and Company Secretary in the financial year

S. Name of Directors Nature of Directorship % increase No.

(I) Mr. Ankit Sachdeva Managing Director & CEO* 100.00

(ii) Ms. Rakhi Mehta Company Secretary 7.5

* Earlier appointed as Whole-Time Director on 3rd June, 2013 at a remuneration of Rs.30, 000/- p.m and appointed as Managing Director & CEO of the Company on 17th June, 2014

There was no increase in the remuneration of non-executive Directors by way of sitting fee for attending Board/ Committee meetings for the financial year 2014-15. No profit linked commission is paid to non-executive independent Directors of the Company.

Sh. Naveen Kumar Tayal was appointed as Whole-Time Director & CFO of the Company on 12th May, 2014. Accordingly, there is no comparative information in this regard.

(iii) the percentage increase in the median remuneration of employees in the financial year: 34.86%

(iv) the number of permanent employees on the rolls of Company as on 31st March, 2015: 19

(v) the explanation on the relationship between average increase in remuneration and Company performance:

The average increase in remuneration is closely linked to and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company.

(vi) comparison of the remuneration of the key managerial personnel against the performance of the Company:

The remuneration of key managerial personnel amongst others is closely linked to and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company. The Comparison of the remuneration paid against the performance of the Company (measured in terms of Profit Before tax) during the Financial Year 2014-15 is as follows:-

S. No. Name of KMP's %

1 Sh. Ankit Sachdeva 0.75 %

2 Sh. Naveen Kumar Tayal 0.70 %

3 Ms. Rakhi Mehta 0.67 %

vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year is as follows:-

Particulars As at 31st As at 31st Variation (%) March, 2015 March, 2014

Closing Share Price on BSE 33.65 31.25 7.68

Market Capitalization (INR crore)* 330.18 306.63 7.68

P/E Ratio** 51.93 60.56 (14.25)

* the total number of shares as on 31stMarch, 2015 and 31st March, 2014 are 98121593

* P/E ratio is calculated using basic earnings per share including exceptional items.

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

S. No. Category % increase

(i) Managerial 8.94

(ii) Non- Managerial 11

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The comparison of the remuneration against the performance of the Company is detailed in clause (vi) above.

(x) the key parameters for any variable component of remuneration availed by the Directors:

There is no variable component of remuneration of the Executive Directors. The non-executive Directors of the Company are only entitled to sitting fees for attending the Board and Committee meetings.

(xi) the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

S. No. Name of Employees Ratio

(i) Ms. Ritu Raaj Garg 3:5

(ii) Ms. Sangita Singh 3:4

(iii) Mr. Jitin Sadana 2:3

(xii) It is affirmed that the remuneration is as per the Remuneration Policy of the Company:

PERFORMANCE EVALUATION MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. Details of the same are given in the Corporate Governance Report.

REMUNERATION POLICY

Information regarding Remuneration Policy for Directors, KMP and other Employees is given in the Corporate Governance Report.

COMPOSITION OF COMMITTEES

The composition of Corporate Social Responsibility Committee as required under Section 135(2) and the composition of Audit Committee as required under Section 177 (8) of the Companies Act, 2013 is given in the Corporate Governance Report.

Further, the Board has accepted all the recommendations of the Audit Committee during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to section 186 (11) of the Companies Act, 2013 ('the Act'), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of Section 186 (4) of the Act, the details of investments made by the Company are given in Note No.2.10 to the Financial Statement.

RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties.

As per policy, all related party transactions require prior approval of the Audit Committee. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under the Companies Act, 2013 and listing agreement. The said policy is available on the Company's website viz. www.srsparivar.com and is enclosed as "Annexure-I" to this report.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of the business. The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as "Annexure- II" to this report.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE AND BRANCHES

Your Company has the following Companies as its Associates:-

(i) SRS Modern Sales Limited

(ii) SRS E-Retail Limited

(iii) SRS Entertainment Limited (Formerly known as SRS Talkies Limited)

Since the Company has no subsidiary Company during the financial year ended 31st March, 2015 but has only associates companies, therefore, taking into consideration, the amendment in Rule 6 of the Companies (Accounts) Rules, 2014 dated 14th October, 2014, the annexing of report in Form AOC-1 relating to salient features of associates companies is not applicable.

INVESTMENT MANAGER OF "SRS ALTERNATIVE INVESTMENT FUND"

On 24th April, 2015, Securities and Exchange Board of India (SEBI) has registered "SRS Alternative Investment Fund" having Registration No: IN/AIF2/15-16/0145 under CATEGORY II and your Company is the Investment Manager of the said fund.

CREDIT RATING

The Directors of your Company are also happy to report that the Company's credit ratings for its Bank Facilities have been positively reviewed by SMERA Ratings Limited. SMERA Ratings Limited has upgraded its ratings to the Bank Facilities of the Company from BB to BBB- (with the stable outlook)

A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31stMarch, 2015.

AUDITORS

Statutory Auditors

M/s. Naresh Jai & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and have expressed their willingness for reappointment as statutory auditors in accordance with the Companies Act, 2013 and confirmed that their re-appointment, if made, will be within the prescribed limits under Section 141(3) of the Companies Act, 2013 and they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

The members are requested to ratify the appointment of M/s. Naresh Jai & Associates, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of two consecutive AGMs as mentioned in the Notice.

Internal Auditors

M/s Sachin SC Singhal & Associates are the Internal Auditors of the Company.

AUDITORS' REPORT

Auditors of the company have not expressed any qualification in there report and notes to accounts were ever given are self explanatory.

The auditors have not reported any incident of fraud to the Audit Committee during the financial year 2014-15.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Savita Trehan, Practicing Company Secretary (FCS No.4374) was appointed to conduct the Secretarial Audit of the Company for a period of three financial years i.e. F.Y.2014-2015, 2015-2016 & 2016-2017 as required under Section 204 of the Companies Act, 2013 and rules made there under.

The secretarial audit report for the F.Y 2014-15 in the prescribed form MR-3 given by Ms. Savita Trehan is enclosed as "Annexure-III" to this report. The report is self-explanatory and do not call for any further comments.

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has complied with all the applicable regulations, and directions of the Reserve Bank of India.

The Capital Adequacy Ratio as at 31stMarch, 2015 is 56.38 %.

RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board approved Risk Management policy establishes the guiding principles by which key risks are managed across the organization. The Board monitors and reviews the implementation of various aspects of the Risk Management policy through a duly constituted Risk Management Committee (RMC). The RMC assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework. In the opinion of the Board, none of the risks faced by the Company threaten its existence.

VIGIL MECHANISIM

The details of Vigil mechanism/Whistle Blower Policy are given in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors at its meeting held on 4th September, 2014 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee.

Every Company has to spend at least 2% of the Average Net Profits of the Company during the last three immediately preceding financial years on CSR Activities. Our Company had suffered a huge loss of Rs.8, 42, 54,762/- in the Financial Year 2012-13, due to which 2% of the Average Net Profits of the Company during the last three immediately preceding financial years comes in negative. Hence, it was not mandatory for the Company to spend on CSR activities. However, being a part of SRS Group, your Company considering its responsibilities towards the society and keeps on doing its bit for the overall good of the society

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies(Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy for the prevention of sexual harassment which has been implemented at unit Level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL DISCLOSURES

* Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

* Your Company has not issued any shares (including sweat equity shares) under ESOS scheme for its employees/Directors

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

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

Foreign Exchange earning & outgo:NIL

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following:

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

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d that the directors had prepared the annual accounts on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance together with the certificate from Ms. Savita Trehan, Practicing Company Secretary [FCS No.4374], confirming the compliance of the Corporate Governance is attached to this report for information of the Members as "Annexure-V".

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management's Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement is attached to this report for information of the Members.

ACKNOWLEDGMENT

The Directors of your Company wish to place on record their thanks & gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

On Behalf of the Board For SRS Finance Ltd.

Place : Faridabad Date: 27.07.2015

(Ankit Sachdeva) (Naveen Kumar Tayal) Managing Director & CEO Whole Time Director & CFO DIN:06600230 DIN-06862109


Mar 31, 2013

The Directors present the 19th Annual Report of your Company along with the Audited Accounts for the financial year ended 31st March, 2013

FINANCIAL RESULTS

During the year under review, your Company registered a (Loss) of Rs. (842.55) Lacs. The Summary of the operating results is as under: -

(Amount in Lacs)

Gross Sales/Operational Revenues 1390.25 2652.66

Other Income 3.94 6.77

Total Income 1394.19 2659.43

Profit/(Loss) before Financial Expenses, Depreciation and Tax (579.21) 730.31

Interest and Financial Expenses 627.59 608.27

Profit/(Loss) before Depreciation & Tax (1206.80) 122.04

Depreciation 12.19 9.79

Profit/(Loss) before Tax (1218.99) 112.25 Provision for Tax

-Current 0.00 22.58

-Deferred Tax (376.28) (1.81)

-Earlier Years (0.16) 10.95

Profit after Tax (842.55) 80.53

Amount transferred to Special Reserve u/s 45-IC of RBI Act, 1934 0.00 16.10

Profit/(Loss) brought forward from previous year 186.82 122.39

Amount carried to Balance Sheet (655.73) 186.82 Earnings Per Share (Rs.)

-Basic (0.859) 0.082

-Diluted (0.859) 0.082

DIVIDEND

Despite of profits in the financial activities, the Company incurred losses in securities & investment segment due to slow down in capital market. No dividend has, therefore, been recommended for the year ended 31st March, 2013.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and in view of the provisions of Section 256 of the Companies Act, 1956, Dr. Anil Jindal and Sh. Mukesh Goyal retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Sh. Ankit Sachdeva was appointed as Whole-Time Director of the Company on 3rd June, 2013 to take active part in the day to day activities of the Company. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Whole-Time Director of the Company at the ensuing Annual General Meeting.

Sh. Jogindar Lal Chhabra has been appointed as additional Director on 3rd June, 2013. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the ensuing Annual General Meeting.

A brief profile of Directors proposed to be appointed / reappointed as stipulated under Clause 49 of the Listing Agreement is appended to the Notice of the ensuing Annual General Meeting.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2013.

SUBSIDIARY COMPANY

During the year under review, M/s SRS Modern Sales Ltd. became the subsidiary of the Company, pursuant to Section 4 (1) (b) of the Companies, Act 1956 w.e.f 19.11.2012.

The members may refer to the Statement under Section 212 of the Companies Act, 1956, forming part of the accounts, for further information on the Company''s subsidiary.

The Board of Directors in its meeting held on 8th February, 2013 has given its consent for not annexing the accounts of Subsidiary Company i.e. SRS Modern Sales Ltd. The copy of annual report of SRS Modern Sales Ltd. will be made available to the Holding and Subsidiary Company''s Investors on request and will also be kept for inspection by any other Investor at the Registered Office of your Company and that of the SRS Modern Sales Ltd.

AUDITORS

M/s. Naresh Jai & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. Naresh Jai & Associates, Chartered Accountants, Statutory Auditors to the effect that their reappointment, if made, would be within the limits prescribed u/s 224(1-B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORS'' REPORT

The observations of the Auditors and notes on the statement of accounts are self- explanatory.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has complied with all the applicable regulations, and directions of the Reserve Bank of India.

The Capital Adequacy Ratio as at 31st March, 2013 is 46.11%.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance and Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement has been set out separately, forming part of this report.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

The Report on Management''s Discussion & Analysis forming part of this report is annexed herewith.

PERSONNEL

There are no employees during the period drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956. As such, no particulars are required to be furnished.

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

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks & gratitude to the Government Authorities, Bankers, Stock

Exchanges, RBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

Place: Faridabad On Behalf of the Board

Date: 15.7.2013 For SRS Finance Ltd

(Raju Gupta) (Dinesh Khatri) Managing Director Whole-Time Director

DIN : 00006972 DIN : 00006162


Mar 31, 2012

The Directors present the 19th Annual Report of your Company along with the Audited Accounts for the financial year ended 31st March, 2013

FINANCIAL RESULTS

During the year under review, your Company registered a (Loss) of Rs. (842.55) Lacs. The Summary of the operating results is as under: -

(Amount in Lacs)

PARTICULARS 31.03.2013 31.03.2012

Gross Sales/Operational Revenues 1390.25 2652.66

Other Income 3.94 6.77

Total Income 1394.19 2659.43

Profit/(Loss) before Financial Expenses, Depreciation and Tax (579.21) 730.31

Interest and Financial Expenses 627.59 608.27

Profit/(Loss) before Depreciation & Tax (1206.80) 122.04

Depreciation 12.19 9.79

Profit/(Loss) before Tax (1218.99) 112.25

Provision for Tax

-Current 0.00 22.58

-Deferred Tax (376.28) (1.81)

-Earlier Years (0.16) 10.95

Profit after Tax (842.55) 80.53

Amount transferred to Special Reserve u/s 45-IC of RBI Act, 1934 0.00 16.10

Profit/(Loss) brought forward from previous year 186.82 122.39

Amount carried to Balance Sheet (655.73) 186.82

Earning Per Share (Rs.)

-Basic (0.859) 0.082

-Diluted (0.859) 0.082



DIVIDEND

Despite of profits in the financial activities, the Company incurred losses in securities & investment segment due to slow down in capital market. No dividend has, therefore, been recommended for the year ended 31st March, 2013.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and in view of the provisions of Section 256 of the Companies Act, 1956, Dr. Anil Jindal and Sh. Mukesh Goyal retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Sh. Ankit Sachdeva was appointed as Whole-Time Director of the Company on 3rd June, 2013 to take active part in the day to day activities of the Company. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Whole-Time Director of the Company at the ensuing Annual General Meeting.

Sh. Jogindar Lal Chhabra has been appointed as additional Director on 3rd June, 2013. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the ensuing Annual General Meeting.

A brief profile of Directors proposed to be appointed / reappointed as stipulated under Clause 49 of the Listing Agreement is appended to the Notice of the ensuing Annual General Meeting.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2013.

SUBSIDIARY COMPANY

During the year under review, M/s SRS Modern Sales Ltd. became the subsidiary of the Company, pursuant to Section 4 (1) (b) of the Companies, Act 1956 w.e.f 19.11.2012.

The members may refer to the Statement under Section 212 of the Companies Act, 1956, forming part of the accounts, for further information on the Company''s subsidiary.

The Board of Directors in its meeting held on 8th February, 2013 has given its consent for not annexing the accounts of Subsidiary Company i.e. SRS Modern Sales Ltd. The copy of annual report of SRS Modern Sales Ltd. will be made available to the Holding and Subsidiary Company''s Investors on request and will also be kept for inspection by any other Investor at the Registered Office of your Company and that of the SRS Modern Sales Ltd.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard – 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the year 2012-13.

AUDITORS

M/s. Naresh Jai & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. Naresh Jai & Associates, Chartered Accountants, Statutory Auditors to the effect that their reappointment, if made, would be within the limits prescribed u/s 224(1-B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORS'' REPORT

The observations of the Auditors and notes on the statement of accounts are self- explanatory.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has complied with all the applicable regulations, and directions of the Reserve Bank of India.

The Capital Adequacy Ratio as at 31st March, 2013 is 46.11%.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance and Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement has been set out separately, forming part of this report.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

The Report on Management''s Discussion & Analysis forming part of this report is annexed herewith.

PERSONNEL

There are no employees during the period drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956. As such, no particulars are required to be furnished.

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

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

Foreign Exchange earning & outgo : NIL

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks & gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.



Place: Faridabad On Behalf of the Board

Date: 15.7.2013 For SRS Finance Ltd



(Raju Gupta) (Dinesh Khatri)

Managing Director Whole-Time Director

DIN : 00006972 DIN : 00006162


Mar 31, 2011

The Directors feel pleasure in presenting the 17th Annual Report of your Company along with the Audited Accounts of the Company for the period ended 31st March, 2011

FINANCIALRESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.65.06 Lacs. The Summary of the operating results is as under: -

(Amount in lacs)

Particulars 31.03.2011 31.03.2010

Gross Sales/Operational Revenues 3699.83 7553.28

Other Income 28.93 18.59

Total Income 3728.76 7571.87

Profit/(Loss) before Financial Expenses, Depreciation and Tax 438.88 319.77

Interest and Financial Expenses 283.17 161.79

Profit/(Loss) before Depreciation & Tax 155.71 157.98

Depreciation 47.14 50.43

Profit/(Loss) beforeTax 108.57 107.55

Provision for Tax

- Current 45.72 41.75

- Deferred Tax (3.25) 12.21

- EarlierYears 1.04 1.82

Profitafter Tax 65.06 51.77

Amount transferred to Special Reserve u/s45-IC of RBI Act, 1934 13.01 10.35

Profit/(Loss) brought forward from previous year 70.34 28.92

Amount carried to Balance Sheet 122.39 70.34 Earning Per Share (Rs.)

- Basic 0.066 0.058

- Diluted_ 0.066 0.058

DIVIDEND

Yours Directors have considered it financially prudent in the long term interest of the Company to reinvest the profits to build a strong reserve base and grow the business of the Company. No dividend has, therefore, been recommended for the year ended 31st March, 2011.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company and in view of the provisions of Section 256 of the Companies Act, 1956, Sh. Rajesh Mangla, and Sh. Mukesh Kumar retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

A brief profile of Directors, containing details of Directors proposed to be appointed / reappointed as stipulated under Clause 49 of the Listing Agreement is appended to the Notice of the ensuing Annual General Meeting.

FIXED DEPOSITS

Your company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2011.

AUDITORS

M/s. Naresh Jai & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. Naresh Jai & Associates to the effect that their reappointment, if made, would be within the limits prescribed u/s 224(1-B) of the Companies Act. 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORS''REPORT

The observations of the Auditors and notes on the statement of accounts are self- explanatory.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has complied with all the applicable regulations of the Reserve Bank ofIndia.

The Capital Adequacy Ratio as at 31st March, 2011 is 78.30%.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance and Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement has been set out separately, forming part of this report.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

The Report on Management''s Discussion & Analysis forming part of this report is annexed herewith.

PERSONNEL

There are no employees during the period drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956. As such, no particulars are required to be furnished.

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

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks & gratitude to the Government Authorities,

Bankers, Stock Exchanges, RBI, SEBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

On Behalf of the Board For SRS Finance Ltd.

Place : Faridabad (Raju Gupta) (Dinesh Kumar Khatri)

Date : 31.08.2011 Managing Director & CEO Whole Time Director & CFO DIN - 00006972 DIN - 00006162


Mar 31, 2010

The Directors feel pleasure in presenting the 16th Annual Report of your Company along with the Audited Accounts of the Company forthe period ended 31st March, 2010.

FINANCIALRESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.51.77 Lacs. The Summary of the operating results is as under: -

(Amount in Lacs)

Particulars 31.03.2010 31.03.2009

Gross Sales/Operational Revenues and Other Income 7571.87 6249.02

Profit/(Loss) before Financial Expenses, Depreciation and Tax 319.77 177.15

Interest and Financial Expenses 161.79 81.48 Profit/(Loss) before Depreciation & Tax 157.98 95.66

Depreciation 50.43 52.38

Profit/(Loss) before Tax 107.55 43.28 Provision for Tax

- Current 41.75 26.11

- Fringe Benefit Tax - 1.82

- Deferred Tax 12.21 (14.73)

- Earlier Years 1.82 4.38

Profit after Tax 51.77 25.70

Amount transferred to Special Reserve u/s45-IC of RBI Act, 1934 10.35 -

Profit/(Loss) brought forward from previous year 28.92 3.22

Amount transferred to General Reserves 70.34 28.92 Earnings Per Share (Rs.)

- Basic 0.058 0.04

- Diluted 0.058 0.04

OVERVIEW

For the year under review, the revenues of your Company stood at Rs.7571.87 Lacs as against the previous years'' revenues of Rs.6249.02 Lacs exhibiting a great performance with an increase of 21.17%. Profits after Tax for the year under review came to Rs.51.77 Lacs as against the Profit of Rs.25.70 Lacs in the previous year registering the growth of more than 100%.

DIVIDEND

Yours Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits to build a strong reserve base and grow the business of the Company. No dividend has, therefore, been recommended for the year ended 31st March, 2010.

INVESTMENT IN SRS MODERN SALES LIMITED

During the year under review, your Company had invested in the shares of SRS Modern Sales Ltd. and due to this M/s SRS Modern Sales Ltd. had become wholly owned subsidiary of the Company on 17th March, 2010.

Since the acquisition was on temporary basis; the Company divested its shareholding and M/s SRS Modern Sales Ltd. ceases to be the subsidiary of the Company w.e.f 1st May, 2010.

BOARD OF DIRECTORS

Sh. Praveen Kumar Kapoor was appointed as Additional Director on 1st November, 2009. But due to his other preoccupations, he has resigned from the Directorship of the Company on 9th February, 2010. The Board places its sincere appreciation for the services rendered by Sh. Praveen Kumar Kapoor during his tenure of directorship.

Sh. Rajesh Mangla has resigned from the Directorship of the Company on 1st November, 2009. He was again appointed as an additional Director of the Company on 9th February, 2010. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the ensuing Annual General Meeting.

Sh. Manohar Lal was appointed as Additional Director on 1st November, 2009. But due to his other preoccupations, he has resigned from the Directorship of the Company on 19th November, 2009. The Board places its sincere appreciation for the services rendered by Sh. Manohar Lal during his tenure of directorship.

Sh. Raju Bansal was appointed as Whole-Time Director on 1st November, 2009 but due to his other preoccupations; he has resigned from the Directorship of the Company on 9th February, 2010. The Board places its sincere appreciation for the services rendered by Sh. Raju Bansal during his tenure of directorship.

Sh. Sushil Kumar, Sh. Vijay Pal Bhati and Sh. Tej Singh have resigned from the Directorship of the Company on 1st November, 2009. The Board places its sincere appreciation for the services rendered by them during their tenure of directorship.

Sh. Karamveer Singh has resigned from the Directorship of the Company on 19th November, 2009. The Board places its sincere appreciation for the services rendered by Sh. Karamveer Singh during his tenure of directorship.

Sh. Ashok Kumar Jindal and Sh. Suresh Chand Mangla were appointed as Additional Directors on 19th November, 2009. But due to their other preoccupations, they have resigned from the Directorship of the Company on 9th February, 2010. The Board places its sincere appreciation for the services rendered by them during their tenure of directorship.

Sh. Mukesh Kumar, Sh. Praveen Sharma and Sh. Lalit Kumar have been appointed as additional Directors on 9th February, 2010. Their tenure of office expires at the forthcoming Annual General Meeting and they are eligible for re-appointment. Notices under Section 257 of the Companies Act, 1956 have been received from members intending to propose their appointment as Directors of the Company at the ensuing Annual General Meeting.

Sh. Devendra Singh and Sh. Kailash Mohan Mehta have resigned from the Directorship of the Company on 9th February, 2010. The Board places its sincere appreciation for the services rendered by them during their tenure of directorship.

Sh. Dinesh Kumar Khatri ceases to be the Whole-Time Director w. e. f 1st November, 2009 and was again reappointed as Whole-Time Director & CFO of the Company on 20th February, 2010 to take care of the day to day activities of the Company.

Sh. Raju Gupta has completed his term as Managing Director & CEO on 31st May, 2010. The Board placed on record its deep appreciation for his outstanding leadership during his tenure as Managing Director. He has been reappointed as Managing Director & CEO of the Company for a further period of 5 (Five) years with effect from 1nJune, 2010

In accordance with the Articles of Association of the Company and in view of the provisions of Section 255 of the Companies Act, 1956, Sh. Dinesh Kumar Khatri, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for reappointment.

A brief profile of Directors, containing details of Directors proposed to be appointed/reappointed as stipulated under Clause 49 of the Listing Agreement is appended to the Notice of the ensuing Annual General Meeting.

FIXED DEPOSITS

Your company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2010.

AUDITORS

M/s. Naresh Jai & Associates, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS''REPORT

The observations of the Auditors and notes on the statement of accounts are self- explanatory.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has got the status of Non Banking Financial Company (NBFC) on 31st December, 2009 vide Certificate of Registration No. N-14.03202 and has complied with all the applicable regulations of the Reserve Bank of India.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance and Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement has been set out separately, forming part of this report.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

The Report on Management''s Discussion & Analysis forming part of this report is annexed herewith.

PERSONNEL

There are no employees during the period drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956. As such, no particulars are required to be furnished.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUT GO

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

DIRECTORS'' RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA),the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis. ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks & gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI, SEBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

On behalf of the Board

For SRS Finance Ltd.

(Raju Gupta) (Dinesh Kumar Khatri)

Place: Faridabad Managing Director & CEO Whole-Time Director & CFO

Date: 12th August, 2010 DIN - 00006972 DIN - 00006162


Mar 31, 2009

The Directors feel pleasure in presenting the 15th Annual Report of your Company along with the Audited Accounts of the Company for the period ended 31st March, 2009

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.25,70,037/70. The Summary of the operating results is as under: -

(Amount in Rs.)

Particulars 31.03.2009 31. 03. 2008

Gross Sales/Operational Revenues and Other Income 62,49,02,155.39 7,85,92,583.88

Profit/(Loss) before Financial Expenses, Depreciation and Tax 1,77,14,770.32 42,50,374.63

Interest and Financial Expenses 81,48,392.56 2, 11,693.49

Profit/(Loss) before Depreciation & Tax 9,56, 63,77.76 40,38, 681.64

Depreciation 52, 38,287.98 1, 48, 120.14

Profit/(Loss) before Tax 43,28,089.78 38, 90, 561.50

Provision for Tax

- Current 26,11,005.88 11, 73, 028.13

- Fringe Benefit Tax 1,82,393.00 22, 290.24

- Deferred Tax (14,73,740.80) 1, 64, 619.80

- Earlier Years 4,38,394.00 -

Profit after Tax 25,70,037.70 25, 30, 623.32

Profit/(Loss) brought forward from previous year 3,22,273.82 (22,08,349.00)

Amount transferred to General Reserves 28,92,311.52 3, 22, 274.32 Earnings Per Share (Rs.)

- Basic 0.04 0.80

- Diluted 0.04 0.80

OVERVIEW

For the year under review, the revenues of your company stood at Rs. 62, 49, 02,155.39 as against the previous years'' revenues of Rs. 7,85,92,584.38 exhibiting a great performance. Profits after Tax for the year under review came to Rs.25, 70,037.70 as against the profit of Rs. 25,30,623.32- in the previous year.

DIVIDEND

As the Company is going for expansion and profits are very minimal, your Directors don''t recommend any dividend for the year under review.

BOARD OF DIRECTORS

Sh. Tej Singh was appointed as an additional Director on 21st November, 2008. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Naresh Goel has resigned from the Directorship of the Company on 17th November, 2008. The Board places its sincere appreciation for the services rendered by Sh. Naresh Goel during his tenure of directorship.

Sh. Bimlesh Somani has resigned from the Directorship of the Company on 22nd June, 2009. The Board places its sincere appreciation for the services rendered by Sh. Bimlesh Somani during his tenure of directorship

In accordance with the Articles of Association of the Company and in view of the provisions of Section 255 of the Companies Act, 1956, Sh. Devendra Singh and Sh. Rajesh Mangla retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

AMALGAMATION OF BTL INVESTMENTS LTD. & S.B.S FINANCE LIMITED

The Hon''ble High Court of Delhi vide its order datedl0th February, 2009 sanctioned the ''Scheme of Amalgamation'' of BTL Investments Ltd. & S.B.S Finance Ltd. with the Company. As per the Scheme of Amalgamation, the ''Appointed Date'' is 7th July, 2008. Thus w.e.f 7th July, 2008, BTL Investments Ltd. & S.B.S Finance Ltd. stands merged with the Company and the Legal entity of both the Companies stands dissolved without winding-up. Further, the entire business and undertaking of the transferor Companies gets transferred to and vested in the Company.

FIXED DEPOSITS

Your company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2009.

AUDITORS

M/s. Naresh Jai & Associates, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT

The observations of the Auditors and notes on the statement of accounts are self- explanatory.

INTERNAL AUDITORS

M/s Sachin S C Singhal & Associates, Chartered Accountants have been appointed as internal auditors of the company.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance and Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement has been set out separately, forming part of this report.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

The Report on Management''s Discussion & Analysis forming part of this report is annexed herewith.

PERSONNEL

There are no employees during the period drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956. As such, no particulars are required to be furnished.

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

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

(Pursuant to Section 2l7(2AA), the Directors of the Company confirm the following: -)

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks & gratitude to the Government Authorities, Company''s Bankers, Stock Exchanges, SEBI, RTA, and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

On Behalf of the Board

Place: Faridabad For SRS Finance Ltd.

Date: 30th June, 2009

(Raju Gupta) (Dinesh Khatri) Managing Director & CEO Whole-time Director & CFO DIN - 00006972 DIN -00006162

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