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Directors Report of SRS Real Infrastructure Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company feel pleasure in presenting the 25th Annual Report of your Company for the financial year 2014-15, along with the audited statement of accounts.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.516.11 Lacs. The Summary of the operating results is as under: -

Rs. in Lacs

Particulars 31.03.2015 31.03.2014

Revenue from Operations 84147.88 83667.48

Other Income 203.29 272.94

Total Income 84351.17 83940.42

Profit/(Loss) before Financial 3295.86 3019.79 Expenses, Depreciation and Tax

Financial Expenses 2204.82 2265.77

Profit before Depreciation & Tax 1091.04 754.02

Depreciation 230.76 165.58

Profit/(Loss) before Tax 860.28 588.44

Provision for Tax

* Current 343.92 118.62

* Deferred Tax 0.25 146.98

* MAT credit entitlement - (57.89)

* Tax on prior period incomes - (18.53)

Profit after Tax 516.11 399.26

Balance b/f from previous year 2260.93 1861.67

Adjustment of carrying amount of (7.73) (0.00) Tangible assets in accordance with Schedule-II of the Companies Act, 2013

Amount carried to Balance Sheet 2769.31 2260.93

Face Value of Equity Share (Re.) 1.00 1.00 Earnings Per Share Basic & Diluted 0.13 0.10

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review there was marginal increase in the revenue because of slowdown in the real estate industry. The total revenue increased to Rs.843.51 Crores from Rs. 839.40 Crores in the previous year. However, PBT rose from Rs. 5.88 Crore in FY 2013-14 to Rs.8.60 Crore in FY 2014-15, illustrating the marvelous growth of 46.19% and PAT grew to Rs.5.16 Crore as compared to Rs. 3.99 Crore in the previous year, rising to 29.26%.

There are no material changes and commitments affecting the financial position of your company which have occurred between the end of Financial Year 2014-15 and the date of this report.

DIVIDEND

The Board of Directors of your Company decided to use the funds to invest in new business opportunities for future growth of the Company and hence, don't recommend any dividend for the year under review.

As on 31st March, 2015, an amount of Rs. 1,96,927/- is lying as unclaimed in the various Unpaid Dividend Accounts of the Company.

SHARE CAPITAL

The paid up equity share capital as on March, 31, 2015 was Rs. 40,20, 32,000/-. During the year under review, the Company has issued 20,10, 16,000 bonus equity shares of Re.1/- each to the shareholders of the Company in the ratio of 1:1 on 19th January, 2015.

Your Company has neither issued equity shares with differential rights as to dividend, voting or otherwise; nor issued any shares (including sweat equity shares) under ESOS/ESPS scheme for its employees/Directors.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sh. Ankit Garg was appointed as an Additional Director on 4th September, 2014. His tenure of office expires at the forthcoming Annual General Meeting and he 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, Sh. Praveen Gupta has been appointed as an additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 4th September, 2014 upto 3rd September, 2019, 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 25th 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.

In accordance with the Companies Act, 2013 Ms. Shweta Marwah has been re-designated as Company Secretary in the Board meeting held on 7th July, 2014.

Sh. Jitender Kumar Garg, Managing Director and Sh. Rajesh Singla, Executive Director are not receiving any commission/remuneration from any holding/subsidiary companies of the company.

NUMBER OF BOARD MEETINGS

During the year under review, Twenty Three (23) meetings of the Board of Directors were held. The details of Board meetings and the attendance of Directors in the 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.

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 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 AND INVESTMENTS

Amount outstanding as at 31st March, 2015

(Rs. in Crores

Particulars Amount

Loans Given 0.97

Guarantees Given 289.14

Investments made 163.42

Loans, Guarantees and Investments made during the Financial Year 2014-15

Entity Name of Relation Amount



SRS Natural Subsidiary Amount Resources sanctioned: Rs.10.00 Crore Ltd. Amount disbursed: Rs. 3.11 Crore Amount Received back: Rs. 2.14 Crore Amount outstanding: Rs.0.97 Crore

SRS Hitech Associate Amount Projects Ltd.* Company sanctioned: Rs.10.00 Crore Amount disbursed: Rs. 3.01 Crore Amount Received back: Rs. 3.01 Crore Amount outstanding: Nil

SRS Hitech Associate Rs.41.71 Crore Projects Ltd.* Company

SRS Mines Subsidiary Rs.1.20 Crore Overseas Ltd.

Entity Particulars of Date of Board Name of loan, guarantee Meeting and investments SRS Natural Resources Loan 02.04.2014 Ltd.

SRS Hitech Projects Ltd.* Loan 02.04.2014

SRS Hitech Projects Ltd.* Guarantee 14.02.2015

SRS Mines Overseas Ltd. Investments 05.03.2015

Entity Purpose for which the loans, Name of guarantee and investments are made

SRS Natural Business Resources purpose Ltd.

SRS Hitech Business Projects Ltd.* purpose

SRS Hitech Corporate Guarantee Projects Ltd.* provided to Syndicate Bank, Banker of SRS Hitech Projects Ltd. to facilitate fund raising

SRS Mines Business purpose Overseas Ltd.

*Ceased to be associate with effect from 10.03.2015

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is available on Company's website at www.srsparivar.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related parties.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. As per requirement of listing agreement the company has also formulated policy on Material Subsidiaries.

CREDIT RATING

The Directors of your Company are pleased to report that the Company's credit ratings for Bank Loan facilities as assigned by Brickwork Ratings India Pvt. Ltd. are as follows:-

1. Long Tem Cash Credit & Term Loan - BWR BBB-

2. Short Term Bank Guarantee - BWR A3

DETAILS OF SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

Your Company has the following Companies as its Subsidiaries:-

(i) SRS Real Estate Ltd.

(ii) SRS Retreat Services Ltd.

(iii) SRS Automotive Components Pvt. Ltd.

(iv) SRS Mines Overseas Ltd. (Formerly known as Nav Nirman Realtech Ltd.)

(v) Grand Realtech Ltd.

(vi) SRS Event Management Ltd (upto 23.07.2014)

(vii) SRS Natural Resources Ltd.

M/s SRS Lotus Projects Pvt. Ltd. is a Joint Venture company.

M/s SRS Hitech Projects Ltd. was an Associate Company till 10.03.2015.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of a company's subsidiaries, associate company and joint venture is given in form AOC-1 annexed as Annexure- I

FIXED DEPOSITS

The Company has not accepted Public Deposits/Fixed Deposits during the year under review. Out of Public deposits accepted under the Companies Act, 1956 Rs.1275.88 Lacs was outstanding towards maturity of principal and interest as on 31st March, 2015.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Section 129(3) of the Companies Act, 2013 and Accounting Standard - 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the year 2014-15.

Further the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

AUDITORS Statutory Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants, and M/s. Naresh Jai & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and have expressed their willingness for reappointment as joint 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. S.S. Kothari Mehta & Co., Chartered Accountants and M/s Naresh Jai & Associates, Chartered Accountants, as Joint Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of the Third consecutive AGM in case of M/s. S.S. Kothari Mehta & Co. and second consecutive AGM in case of M/s. Naresh Jai & Associates as mentioned in the notice.

Internal Auditors

M/s. Sachin S C Singhal & Associates

Cost Auditors

As per the Cost Audit Orders, Cost Audit is applicable to the Construction Industry

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Ashok Kumar & Associates, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2014-15.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

AUDITORS' REPORT

There are no qualification, reservations, adverse remarks or disclaimer made by joint statutory auditors in their report.

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

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Savita Trehan, Company Secretary in practice, to undertake the Secretarial Audit of the Company.

Secretarial Audit Report for the year 2014-15 given by Ms. Savita Trehan in the prescribed form MR-3 is annexed to this Report as Annexure-II.

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

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure-III .

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 Companie (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.No. Name of Directors Nature of Directorship Ratio

(i) Sh. Jitender Kumar Garg Managing Director 7: 1

(ii) Sh. Rajesh Singla Whole-Time Director & CFO 4:1

(ii) the percentage increase in remuneration of Managing Director, Whole-Time Director & CFO, and Company Secretary in the financial year 2014-15

S. No. Name of Directors Category % increase

(i) Sh. Jitender Kumar Garg Managing Director No Change

(ii) Sh. Rajesh Singla Whole-Time Director & CFO No Change

(iii) Ms. Shweta Marwah Company Secretary 6.84

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.

(iii) the percentage increase in the median remuneration of employees in the financial year: 2.16%

(iv) the number of permanent employees on the rolls of Company as on 31 March, 2015: 52

(v) 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) 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. Rajesh Singla 0.80%

2. Ms. Shweta Marwah 1.03%

(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 given below

Particulars As at 31st March, As at 31st March, 2014 2015

Closing Share Price on 17.50 36.90 BSE (Restated price after Bonus Issue 18.45)

Market Capitalization 703.56 741.75 (INR crore)

P/E Ratio* 134.62 369.00 (Restated after Bonus Issue 184.50)

Particulars Variation (%)

Closing Share Price on (52.57%) BSE [Restated % after Bonus Issue (5.15%)]

Market Capitalization (5.15%) (INR crore)

P/E Ratio* (63.52%) [Restated % after Bonus Issue (27.03%)]

* 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 9

(ii) Non-Managerial 5

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

(x) 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 Employee Ratio

(i) Mr. D.D. Sharma 4:5

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

VIGIL MECHANISM / WHISTLE BLOWER

The details of Vigil Mechanism / Whistle Blower policy are given in corporate governance report.

RISK MANAGEMENT PLAN

For better corporate governance and in compliance with the provisions of the Companies Act, 2013 and Listing Agreement, Risk Management Plan was adopted by the Board of Directors in their meeting held on 30th September, 2014. The same is uploaded at the website of the company www.srsparivar.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for development of Village Ferozepur Kalan Ballabgarh, Faridabad.

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

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

i) Conservation of energy

The main aim of the policies and technologies being adopted by the Company, in execution of its projects are to keep the embodied energy of the buildings as low as possible by adopting following techniques:

1. Selecting materials which have low embodied energy and which are more energy efficient.

2. Designing of services which will consume least energy during the operation of the building.

3. Using construction techniques which use less energy during the process of execution.

Besides ensuring low embodied energy through appropriate interventions it is also being ensured that the energy requirements during operation phase are also low.

Details of steps being adopted for Conservation of energy are enumerated below:

a) Selection of materials

Use of following materials is being encouraged on the project

* Poly Propylene Pipes/PVC pipes are being used for water supply and drainage works in place of traditional Galvanized Iron or Sand Cast Iron pipes.

* Unitized Sub-Stations (USS) are proposed to be used in place of conventional transformers and capacitor banks. The USS is, compact, fully safe and requires less space to get accommodated. It has inbuilt capacitor bank to maintain the power factor above 0.9.

* Using sandwich type rising mains, in place of conventional cable system for power distribution. These rising mains are maintenance free, have very less voltage drop, are easy to install & have more life. They are also very safe as they have no chimney effect; hence provide a better resistance to the spread of fire.

* Using Compact florescent lamp fittings & LED's for the lighting in common/passage areas, offices etc. has helped reduce electricity requirement.

* All elevators have Variable Frequency Drives. These consume about 30% lower energy during operation as compared to single frequency drive machines. The elevators are also designed to act in tandem thus respond faster to the calls.

* Use of dual energy meters log the energy consumption from mains and/or DG sets and also capture data through electronic interface and generate bills automatically. These also send alerts in advance indicating the balance left and requesting for recouping the payments. This reduces man hours spent in collecting this information.

* Rotary Air Cooled Screw Chillers having VFD for Air-conditioning plant have been provided. These chillers adjust the energy requirements when cooling loads vary.

* For all central units which do not have direct access to the outer shell, water cooled system of air-conditioning has been provided. This helps in keeping energy requirements to the bare minimum.

* Using broken brick bat coba type water proofing for terrace. This helps in using all broken brick bats and also provides good thermal insulation.

* Using package type of sewage treatment plant. These plants are very easy to install and operate. The waste water generated is odorless and can be recycled for flushing system or Horticulture purposes. The solid waste generated can be used as manure.

* Special high performance glass is being used in the front facade and the windows. This glass has high light transmission but low heat conductivity. This has helped in reducing the overall heat gain of the building thus reducing the requirement of chillers etc.

b) Design elements being adopted for making buildings energy efficient

* The orientation of the building and the glazing is designed to more light penetration and yet prevent ingress of direct heat from sun light.

* Large windows and atrium are provided to allow natural light to penetrate to greater depths in the building thus reducing dependence on artificial lighting.

* Staircases and lifts are so located to allow easy vertical access. Reduction in travel distance and time reduces energy consumption during operational stage of the building. *

* Provision for segregated air-conditioning system for common areas and office spaces has been done to reduce energy consumption and also allow targeted cooling of specific areas.

* The entire slab is designed as 'flat slab' to permit easier carrying of services and also permit easy casting and less wastage.

* A terrace garden is proposed to be created to provide for a pleasant view and permit the occupants to enjoy open space without having to leave the building.

ii) Technology absorption

Following modern construction/operation technologies being adopted

* The common area lighting is controlled from MCBs to ensure easy control.

* The external lighting system is proposed to be controlled by the timer switches. The time for the ON/OFF of Lights is set to match the setting/rising of Sun.

* Provision for rainwater harvesting is being made to make it a zero discharge building.

* Intelligent building management system is proposed to be installed which will monitor all operative parameters in real time and permit optimization of energy consumption.

* Building is equipped with a state of the art fire detection system which will help pin point the source of fire. It also has a talk back system and a public address system to ensue easy communication in case of any mishap. This system is supplemented with an automatic fire suppression system.

* Fiber optic cable is being used in the building to help carry large volume of data.

iii) Foreign Exchange Earning & Outgo Nil

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.

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 in the organisation. 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.

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.

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.

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 forming part of this Annual Report.

ACKNOWLEDGEMENT

The Directors express their gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI and other Financial Institutions. The Directors also thank all customers, dealers, suppliers, members and others connected with the business of the Company for their cooperation.

For and on behalf of the board of directors

Place: Faridabad Date: 27,th July, 2015

(Jitender Kumar Garg) (Dr. Anil Jindal) Managing Director Chairman DIN: 00088125 DIN: 00005585




Mar 31, 2013

INTRODUCTION

The Directors are pleased to present the Twenty Third Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.514.57 Lac. The Summary of the operating results is as under: -

(Rs. in Lac) Particulars 31.03.2013 31.03.2012

Revenue from Operations 84956.47 72646.76

Other Income 171.21 94.28

Total Income 85127.68 72741.04

Profit/(Loss) before Financial Expenses, 2256.27 2468.01

Depreciation and Tax

Interest and Financial Expenses 1341.94 1070.64

Profit before Depreciation & Tax 914.33 1397.37

Depreciation 94.37 84.36

Profit/(Loss) before Tax 819.96 1313.01

Provision for Tax

- Current 271.94 408.11

- Deferred Tax 33.34 18.03

- Tax on prior period incomes 0.11 17.75

Profit after Tax 514.57 869.12

Balance b/f from previous year 1595.14 981.38

Appropriations:-

Proposed Dividend 201.02 201.02

Dividend Distribution Tax 34.16 32.61

Amount transferred to General Reserves 12.86 21.73

Amount carried to Balance Sheet 1861.67 1595.14

Face Value of Equity Share (Re.) 1.00 1.00

Earnings Per Share

Basic & Diluted 0.26 0.43

OPERATIONAL PERFORMANCE

During the year under review, your Company has shown growth of 17.03% by achieving the Revenue from operations and other Income at Rs.85127.68 Lacs as against Rs.72741.04 Lacs in the previous year.

DIVIDEND

Your Directors are pleased to recommend the Dividend of Re.0.10 per Equity share of Re.1/- each for the year ended 31st March, 2013. The dividend, if approved, shall be payable to the Shareholders registered in the books of the company and beneficial owners as per the details furnished by NSDL and CDSL, determined with reference to the book closure from 16th September, 2013 to 20th September, 2013 (both days inclusive).

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. Praveen Gupta and Sh. Rajesh Singla retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Sh. Jitender Kumar Garg is efficient & intelligent person and considering his caliber, it has been decided to empower him with more responsibilities and hence, he has been designated as Joint Managing Director of the Company with effect from 1st January, 2013 on same terms & conditions including remuneration.

Dr. Anil Jindal has completed his present tenure as Chairman & Managing Director on 31st October, 2012. The Board of Directors in its meeting held on 12th October, 2012 considered and approved the reappointment of Dr. Anil Jindal as Chairman & Managing Director for a further period of Five (5) years w. e. f. 1st November, 2012.

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.

DE-LISTING OF SECURITIES

The Company has been voluntary delisted from Jaipur Stock Exchange Ltd. (JSE) under SEBI (Delisting of Equity Shares) Regulations, 2009 w.e.f. 12.09.2012.

SUBSIDIARY COMPANIES

Your Company has the following Companies as its Subsidiaries:- (i) SRS Real Estate Ltd. (ii) SRS Retreat Services Ltd. (iii) SRS I-Tech Pvt. Ltd.

A statement pursuant to the provisions of Section 212(1) (e) is annexed herewith forming part of this Report as "Annexure – I".

The Board of Directors in its meeting held on 17th April, 2012 has given its consent for not annexing the accounts of Subsidiary Companies except for SRS Real Estate Ltd. The annual accounts of SRS Real Estate Ltd. and Consolidated Accounts are attached to the accounts of your Company. The copy of annual reports of Subsidiary Companies will be made available to the Holding and Subsidiary Company''s Investors on request and will also be kept for inspection by any Investor at the Registered Office of your Company and that of the Subsidiary Companies.

STATUTORY AUDITORS

A Special Notice under Section 225(1) of the Companies Act, 1956 has been received by the company from Mr. Parmod Kumar holding 196620 shares of the company constituting 0.098% of the total paid-up capital of the company to appoint M/s. S. S. Kothari Mehta & Co., Chartered Accountants and M/s. Naresh Jai & Associates, Chartered Accountants as Joint Statutory Auditors of the Company in place of the retiring auditors M/s Walker, Chandiok & Co, Chartered Accountants. M/s. S.S. Kothari Mehta & Co., Chartered Accountants, and M/s Naresh Jai & Associates, Chartered Accountants, have expressed their willingness to be appointed as Joint Satutory Auditors of the Company for the financial year 2013-2014.

The Company has received a letter from them to the effect that their appointment, 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.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance is set out separately forming part of this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given separately in the Management''s Discussion and Analysis Report forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

FIXED DEPOSITS

Your Company has accepted deposits from the Public and Rs.22, 67, 97,000/- was outstanding towards maturity principal and interest on the date of the Balance Sheet for the year ended 31st March, 2013.

PERSONNEL

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

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

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows: -

i) Conservation of energy

The main aim of the policies and technologies being adopted by the Company, in execution of its projects are to keep the embodied energy of the building as low as possible by adopting following techniques:

1. Selecting materials which have low embodied energy and which are more energy efficient.

2. Designing of services which will consume least energy during the operation of the building.

3. Using construction techniques which use less energy during the process of execution.

Besides ensuring low embodied energy through appropriate interventions it is also being ensured that the energy requirements during operation phase are also low.

Details of steps being adopted for Conservation of energy are enumerated below:

a) Selection of materials:

Use of following materials is being encouraged on the project

Ÿ Poly Propylene Pipes/PVC pipes are being used for water supply and drainage works in place of traditional Galvanized Iron or Sand Cast Iron pipes.

Ÿ Unitized Sub-Stations (USS) are proposed to be used in place of conventional transformers and capacitor banks. The USS is, compact, fully safe and requires less space to get accommodated. It has inbuilt capacitor bank to maintain the power factor above 0.9.

Ÿ Using sandwich type rising mains, in place of conventional cable system for power distribution. These rising mains are maintenance free, have very less voltage drop, are easy to install & have more life. They are also very safe as they have no chimney effect; hence provide a better resistance to the spread of fire.

Ÿ Using Compact florescent lamp fittings & LED''s for the lighting in common/passage areas, offices etc. has helped reduce electricity requirement.

Ÿ All elevators have Variable Frequency Drives. These consume about 30% lower energy during operation as compared to single frequency drive machines. The elevators are also designed to act in tandem thus respond faster to the calls.

Ÿ Use of dual energy meters log the energy consumption from mains and/or DG sets and also capture data through electronic interface and generate bills automatically. These also send alerts in advance indicating the balance left and requesting for recouping the payments. This reduces man hours spent in collecting this information.

Ÿ Rotary Air Cooled Screw Chillers having VFD for Air-conditioning plant have been provided. These chillers adjust the energy requirements when cooling loads vary.

Ÿ For all central units which do not have direct access to the outer shell water cooled system of air-conditioning has been provided. This helps in keeping energy requirements to the bare minimum.

Ÿ Using broken brick bat coba type water proofing for terrace. This helps in using all broken brick bats and also provides good thermal insulation.

Ÿ Using package type of sewage treatment plant. These plants are very easy to install and operate. The waste water generated is odorless and can be recycled for flushing system or Horticulture purposes. The solid waste generated can be used as manure.

Ÿ Special high performance glass is being used in the front façade and the windows. This glass has high light transmission but low heat conductivity. This has helped in reducing the overall heat gain of the building thus reducing the requirement of chillers etc.

b) Design elements being adopted or making buildings energy efficient

Ÿ The orientation of the building and the glazing is designed to more light penetration and yet prevent ingress of direct heat from sun light.

Ÿ Large windows and atrium are provided to allow natural light to penetrate to greater depths in the building thus reducing dependence on artificial lighting.

Ÿ Staircases and lifts are so located to allow easy vertical access. Reduction in travel distance and time reduces energy consumption during operational stage of the building.

Ÿ Provision for segregated air-conditioning system for common areas and office spaces has been done to reduce energy consumption and also allow targeted cooling of specific areas.

Ÿ The entire slab is designed as ''flat slab'' to permit easier carrying of services and also permit easy casting and less wastage.

Ÿ A terrace garden is proposed to be created to provide for a pleasant view and permit the occupants to enjoy open space without having to leave the building.

ii) Technology absorption

Following modern construction/operation technologies being adopted

Ÿ By using ready mixed concrete produced in off site location in the building has helped in reducing noise and dust pollution at site and also reduced wastage of materials. Use of machine made RMC has also permitted use of fly-ash thus saving cement consumption

Ÿ The common area lighting is controlled from MCBs to ensure easy control.

Ÿ The external lighting system is proposed to be controlled by the timer switches. The time for the ON/OFF of Lights is set to match the setting/rising of Sun.

Ÿ Provision for rainwater harvesting is being made to make it a zero discharge building.

- Intelligent building management system is proposed to be installed which will monitor all operative parameters in real time and permit optimization of energy consumption.

- Building is equipped with a state of the art fire detection system which will help pin point the source of fire. It also have a talk back system and a public address system to ensue easy communication in case of any mishap. This system is supplemented with an automatic fire suppression system.

- Fiber optic cable is being used in the building to help carry large volume of data.

- A field laboratory has been set up at RMC plant to ensure that the quality of materials being used is conforming to the mandatory requirements and the concrete produced meets design standards.

iii) 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 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

Your Directors wish to express their gratitude to the Company''s Bankers, Stock Exchanges, SEBI, other Regulatory Authorities & business associates and place on record the deep appreciation to our extremely committed team who is bringing alive the company''s vision in a remarkable manner. The Directors are deeply thankful to all those associated with the Company for the efforts and cooperation extended.

On behalf of the board

For SRS Real Infrastructure Ltd.

Place: Faridabad

Date: August 23, 2013 Dr. Anil Jindal Jitender Kumar Garg

(Chairman & Managing Director) (Joint Managing Director & CFO)

DIN - 00005585 DIN - 00088125


Mar 31, 2011

INTRODUCTION

The Directors are pleased to present the Twenty First Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March, 2011

FINANCIALRESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.854.50 Lac. The Summary of the operating results is as under: -

(Rs. in Lac)

Particulars 31.03.2011 31.03.2010

Gross Sales and Other Income 54423.52 30947.34

Other Income 132.4 105.99

Total Income 54555.92 31053.33

Profit/(Loss) before Financial Expenses, Depreciation and Tax 2122.65 1517.59

Interest and Financial Expenses 782.17 468.09

Profit before Depreciation & Tax 1340.48 1049.50

Depreciation 48.98 13.69

Profit/(Loss) before Tax 1291.50 1035.81

Provision for Tax

- Current 414.68 355.45

- Deferred Tax 22.32 15.81

- Tax on prior period incomes - 7.81

Profit after Tax 854.50 656.74

Balance b/f from previous year 404.01 103.62

Appropriations: -

Proposed Dividend 201.02 100.51

Interim Dividend - 176.01

Dividend Distribution Tax 33.38 46.99

Amount transferred to General Reserves 42.72 32.84

Amount carried to Balance Sheet 981.38 404.01

Face Value of Equity Share (Re.) 1.00 1.00

Earnings Per Share

Basic & Diluted 0.43 0.37

OPERATIONALPERFORMANCE

During the year under review, your Company has shown tremendous growth of 76% by achieving the Gross Sales and other Income at Rs.54555.92 Lacs as against Rs.31053.33 Lacs in the previous year. The Net Profit after Tax (PAT) stood at Rs.854.50 Lacs as against Rs.656.74 Lacs in the previous year showing growthof30%.

DIVIDEND

Your Directors are pleased to recommend the payment of Final Dividend of Re.0.10 per Equity share of Re.1/- each 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. Kailash Kumar and Sh. Praveen Sharma 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.

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 them 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.

SUBSIDIARY COMPANIES

Your Company has the following Companies as its Subsidiaries:-

(i) Bhavani Realbuild Pvt. Ltd.

(ii) Bright Infrabuild Pvt. Ltd.

(iii) Dawn Developers Pvt. Ltd.

(iv) Dimension Infrastructure Pvt. Ltd.

(v) Glory Buildcon Pvt. Ltd.

(vi) Haryana Infracon Pvt. Ltd.

(vii) Mehar Builders Pvt. Ltd.

(viii) Modern Ashiana Builders Pvt. Ltd.

(ix) Mounthill Builders Pvt. Ltd.

(x) Rebnoor Infrabuild Pvt. Ltd.

(xi) Skyhigh Colonizers Pvt. Ltd.

(xii) SPS Buildcon Ltd.

(xiii) SRS I-Tech Pvt. Ltd.

(xii) SRS Manufacturers Pvt. Ltd.

(xiii) SRS Real Estate Ltd.

(xiv) SRS Retreat Services Ltd.

A statement pursuant to the provisions of Section 212(1) (e) is annexed herewith forming part of this Report.

With reference to General Circular No: 2/2011 dated 08.02.2011 of Ministry of Corporate Affairs, Board of directors in their meeting held on 18th April, 2011 has given its consent for not annexing the accounts of Subsidiary Companies except for SRS Real Estate Ltd. The annual accounts of SRS Real Estate Ltd. and Consolidated Accounts are attached to the accounts of your Company. The copy of annual reports of Subsidiary Companies will be made available to the Holding and Subsidiary Company's investors on request and will also be kept for inspection by any investor at the Registered Office of your Company and that of the Subsidiary Companies.

CORPORATEGOVERNANCEREPORT

A Report on Corporate Governance is set out separately forming part of this report.

MANAGEMENT'SDISCUSSIONANDANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given separately in the Management's Discussion and Analysis Report forming part of this Annual Report.

FIXEDDEPOSITS

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.

PERSONNEL

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows: -

i) Conservation of energy

The main aim of the policies and technologies being adopted by the Company, in execution of its project "SRS Tower", is to keep the embodied energy of the building as low as possible by adopting following techniques:

1. Selecting materials which have low embodied energy and which are more energy efficient.

2. Designing of services which will consume least energy during the operation of the building.

3. Using construction techniques which use less energy during the process of execution.

Besides ensuring low embodied energy through appropriate interventions it is also being ensured that the energy requirements during operation phase are also low.

Details of steps being adopted for Conservation of energy are enumerated below:

a) Selection of materials:

Use of following materials is being encouraged on the project

- Poly Propylene Pipes/PVC pipes are being used for water supply and drainage works in place of traditional Galvanized Iron or Sand Cast Iron pipes.

- Unitized Sub-Stations (USS) are proposed to be used in place of conventional transformers and capacitor banks. The USS is, compact, fully safe and requires less space to get accommodated. It has inbuilt capacitor bank to maintain the power factor above 0.9.

- Using sandwich type rising mains, in place of conventional cable system for power distribution. These rising mains are maintenance free, have very less voltage drop, are easy to install & have more life. They are also very safe as they have no chimney effect; hence provide a better resistance to the spread of fire.

- Using Compact florescent lamp fittings & LED's for the lighting in common/passage areas, offices etc. has helped reduce electricity requirement.

- All elevators have Variable Frequency Drives. These consume about 30% lower energy during operation as compared to single frequency drive machines. The elevators are also designed to act in tandem thus respond faster to the calls.

- Use of dual energy meters log the energy consumption from mains and/or DG sets and also capture data through electronic interface and generate bills automatically. These also send alerts in advance indicating the balance left and requesting for recouping the payments. This reduces man hours spent in collecting this information.

- Rotary Air Cooled Screw Chillers having VFD for Air-conditioning plant have been provided. These chillers adjust the energy requirements when cooling loads vary.

- For all central units which do not have direct access to the outer shell water cooled system of air- conditioning has been provided. This helps in keeping energy requirements to the bare minimum.

- Using broken brick bat coba type water proofing for terrace. This helps in using all broken brickbats and also provides good thermal insulation.

- Using package type of sewage treatment plant. These plants are very easy to install and operate. The waste water generated is odorless and can be recycled for flushing system or Horticulture purposes. The solid waste generated can be used as manure.

- Special high performance glass is being used in the front façade and the windows. This glass has high light transmission but low heat conductivity. This has helped in reducing the overall heat gain of the building thus reducing the requirement of chillers etc.

b) Design elements being adopted or making buildings energy efficient

- The orientation of the building and the glazing is designed to more light penetration and yet prevent ingress of direct heat from sun light.

- Large windows and atrium are provided to allow natural light to penetrate to greater depths in the building thus reducing dependence on artificial lighting.

- Staircases and lifts are so located to allow easy vertical access. Reduction in travel distance and time reduces energy consumption during operational stage of the building.

- Provision for segregated air-conditioning system for common areas and office spaces has been done to reduce energy consumption and also allow targeted cooling of specific areas.

- The entire slab is designed as 'flat slab' to permit easier carrying of services and also permit easy casting and less wastage.

- A terrace garden is proposed to be created to provide for a pleasant view and permit the occupants to enjoy open space without having to leave the building.

ii) Technology absorption

Following modern construction/operation technologies being adopted

- By using ready mixed concrete produced in off site location in the building has helped in reducing noise and dust pollution at site and also reduced wastage of materials. Use of machine made RMC has also permitted use of fly-ash thus saving cement consumption

- The common area lighting is controlled from MCBs to ensure easy control.

- The external lighting system is proposed to be controlled by the timer switches. The time for the ON/OFF of Lights is set to match the setting/rising of Sun.

- Provision for rainwater harvesting is being made to make it a zero discharge building.

- Intelligent building management system is proposed to be installed which will monitor all operative parameters in real time and permit optimization of energy consumption.

- Building is equipped with a state of the art fire detection system which will help pin point the source of fire. It will also have a talk back system and a public address system to ensue easy communication in case of any mishap. This system will be supplemented with an automatic fire suppression system.

- Fiber optic cable is being used in the building to help carry large volume of data.

- A field laboratory has been set up at RMC plant to ensure that the quality of materials being used is conforming to the mandatory requirements and the concrete produced meets design standards.

iii) 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 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

Your Directors wish to express their gratitude to the Company's Bankers, Stock Exchanges, SEBI, other Regulatory Authorities & business associates and place on record the deep appreciation to our extremely committed team who is bringing alive the company's vision in a remarkable manner. The Directors are deeply thankful to all those associated with the Company for the efforts and cooperation extended.

On behalf of the Board

(Dr. Anil Jindal) (Jitender Kumar Garg) Chairman & Managing Director Whole-Time Director & CFO

DIN : 00005585 DIN : 00088125

Place: Faridabad

Date: 2nd September, 2011




Mar 31, 2010

INTRODUCTION

Your Directors are pleased to present the Twentieth Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.656.74 Lacs. The Summary of the operating results is as under: -

(Rs. in Lacs)

Particulars 31.03.2010 31.03.2009

Gross Sales and Other Income 31053.33 14088.61

Profit/(Loss) before Financial Expenses, Depreciation and Tax 1517.59 582.37

Interestand Financial Expenses 468.09 80.18

Profit before Depreciation & Tax 1049.50 502.19

Depreciation 13.69 5.09

Profit/(Loss) before Tax 1035.81 497.10

Provision for Tax

- Current 355.45 177.31

- Fringe Benefit Tax - 1.01

- Deferred Tax 15.81 (4.14)

- Tax on prior period incomes 7.81 3.85

Profit after Tax 656.74 319.07

Balance b/f from previous year 103.62 137.50

Appropriations:-

Proposed Dividend 100.51 176.01

Interim Dividend 176.01 -

Final Dividend 2007-08 - 118.85

Dividend Distribution Tax 46.99 50.11

Amount transferred to General Reserves 32.84 7.97

Amount carried to Reserves & Surplus 404.01 103.62

Earning Per Share (Rs.)

Face Value of Equity Share 1.00 1.00

Basic& Diluted 0.37 0.19

OPERATIONAL PERFORMANCE

During the year under review, your Company has shown tremendous growth of 120% by achieving the Gross Sales and other Income at Rs.31053.33 Lacs as against Rs.14088.61 Lacs in the previous year. The Net Profit before Tax stood at Rs.1035.81 Lacs as against Rs.497.10 Lacs in the previous year showing growth of 108%.

DIVIDEND

Your Directors are pleased to recommend the payment of Final Dividend of Re.0.05 per Equity share of Re.1/- each for the year ended 31st March, 2010. This together with the interim dividend of Re.0.10 per equity share amounts tothetotal dividend of Re.0.15 per equitysharefortheyear under review.

SHARE CAPITAL

Preferential Allotment

During the year under review, your Company has issued 2,50, 00,000 Equity Shares of Re.1/- each for cash at issue price of Rs.25/- each to Promoters aggregating to Rs.6250 Lacs through Private Placements on Preferential Basis.

Consequent upon the aforesaid allotment, the paid-up share capital of your Company was Rs.20,10, 16,000/- as on 31st March, 2010.

BOARD OF DIRECTORS

Sh. Rajesh Mangla has resigned from the Directorship of the Company on 1st November, 2009. The Board places on record its appreciation for the services rendered by Sh. Rajesh Mangla during his tenure of Directorship.

Sh. Devendra Singh has resigned from the Directorship of the Company on 9th February, 2010. The Board places on record its appreciation for the services rendered by Sh. Devendra Singh during his tenure of Directorship.

Sh. Kailash Mohan Mehta has resigned from the Directorship of the Company on 9th February, 2010. The Board places on record its appreciation for the services rendered by Sh. Kailash Mohan Mehta during his tenure of Directorship.

Sh. Bimlesh Kumar Somani was appointed as an additional Director on 19th November, 2009 and due to some unavoidable reasons & circumstances, has resigned from the Directorship of the Company on 9th February, 2010. The Board places on record its appreciation for the services rendered by Sh. Bimlesh Kumar Somani during his tenure of Directorship.

Sh. Bishan Bansal has been appointed as Whole-Time Director of the Company for a period of three years w.e.f. 1st November, 2009 to have his regular & efficient services and advice.

Sh. Jitender Kumar Garg has been appointed as Whole-Time Director of the Company for a period of two years w.e.f. 10th March, 2010.

Sh. Kailash Kumar, Sh. Praveen Sharma, Sh. Mahender Kumar Goyal, Sh. Shiv Mohan Gupta and Sh. Praveen Gupta 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 reappointment. Notices under Section 257 of the Companies Act, 1956 have been received from members intending to propose their appointment as Directors of theCompanyattheensuing Annual General Meeting.

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. Nanak Chand Tayal and Sh. Rajesh Singla retire by rotation at the forthcoming AnnualGeneral Meeting of the Companyand being eligible offerthemselves 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.

SUBSIDIARY COMPANIES

Your Company has thefollowing companies as its Subsidiaries:-

(I) Akriti Realtech Pvt.Ltd.*

(ii) Bhavani Realbuild Pvt.Ltd.

(iii) Bright Infrabuild Pvt. Ltd.

(iv) Dawn Developers Pvt. Ltd.

(v) Dimension Infrastructure Pvt. Ltd.

(vi) Glory Buildcon Pvt. Ltd.

(vii) Haryana Infracon Pvt. Ltd.

(viii) Mehar Builders Pvt. Ltd.

(ix) Modern Ashiana Builders Pvt. Ltd.

(x) Mounthill Builders Pvt. Ltd.

(xi) RebnoorInfrabuildPvt. Ltd.

(xii) Skyhigh Colonizers Pvt. Ltd.

(xiii) SPS Buidcon Ltd.

(xiv) SRS I-Tech Pvt. Ltd.

(xv) SRS Manufacturers Pvt. Ltd.*

(xvi) SRS Real Estate Ltd.

(xvii) SRS Retreat Services Ltd.

* Akriti Realtech Pvt. Ltd. ceased to be a subsidiary on 10.08.2009 and SRS Manufacturers Pvt. Ltd. becomes subsidiary on 10.09.2009

A statement pursuant to the provisions of Section 212(1) (e) is annexed herewith forming part of this Report as"Annexure-I".

Central Government vide its letter no. 47/382/210-CL-III dated 6th May, 2010 has accorded its approval under Section 212(8) of the Companies Act, 1956 for not annexing the accounts of Subsidiary Companies except for SRS Real Estate Ltd. for which the Company has not applied for exemption. The annual accounts of SRS Real Estate Ltd. and Consolidated Accounts are attached to the accounts of your Company. The copy of annual reports of subsidiary companies will be made available to the holding and subsidiary Companys investors on request and will also be kept for inspection by any investor at the Registered Office of your Companyand that of the Subsidiary Companies.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance is set out separately, which forms part of this Report.

MANAGEMENTS DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given separately in the Managements Discussion and Analysis Report forming part of this Annual Report.

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 forthe 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 eligiblefor re-appointment.

The Company has received letter from them 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.

PERSONNEL

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

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

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows: -

i) Conservation of energy

- Installed capacitor to maintain the power factor above 0.9.

- Use of Fly-ash bricks in place of clay bricks; use of PPR/PVC pipes in place of GI or SCI pipes and use of Flush door shutters having particle infill in place of solid wood shutters.

- Large atrium has been provided for natural light penetration.

- Using sandwich type rising mains that have very less voltage drop, in place of conventional cable system for power distribution.

- Separated the line circuits in the areas where sun light remains facilitating keeping the sun exposed areas in off mode thereby reducing the daily load.

- Replaced the high consumption fittings like GLS, CDMTs, Halogens etc with low consuming CFL & LEDs.

- Installed line filters to minimize line loss and negative current.

- Minimization of embodied energy of the building as low as possible by selecting materials which have low embodied energy and which are more energy efficient.

- Using Rotary Screw Chillers having VFD for AC plant, as these chillers adjust the energy requirements when cooling loads vary.

- Recycling of dump & used material

- Timely switching off/on of lights procedure is being followed to ensure proper utilization of electricity

ii) Technology absorption

- Use of ready mixed concrete in the building to reduce noise and dust pollution at site and also reduces wastage of materials as it saves cement consumption

- A field laboratory has been set up at the plant to ensure that the quality of materials being used in conforming tothe mandatory requirementsandtheconcrete produced meetsdesign standards

- Building to be equipped with a state of the art fire detection system which will help pin point source of fire and it will also have a talk back system and a public address system to ensure easy communications in case of any mishap.

iii) 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 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

Your Directors wish to express their gratitude to the Companys Bankers, Stock Exchanges, SEBI, other Regulatory Authorities & business associates and place on record the deep appreciation to our extremely committed team who is bringing alive the companys vision in a remarkable manner. The Directors are deeply thankful to all those associated with the Company for the efforts and cooperation extended.

On behalf of the Board For SRS Real Infrastructure Ltd.

(Dr. Anil Jindal) (Nanak Chand Tayal)

Place: Faridabad Chairman & Managing Director Director

Date: 1st September, 2010 DIN - 00005585 DIN - 00013681




Mar 31, 2009

The Directors are pleased to present the Nineteenth Annual Report of your Company along with the Audited Accounts of the company for the year ended 31st March, 2009

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs. 3,19,07,443/54 The Summary of the operating results is as under :-

(Rs. in Lacs)

Particulars 31.03.2009 31.03.2008

Gross Sales and other Income 14088.61 1730.17

Profit/(Loss) before financial expenses, 582.37 249.55

Depreciation and Tax

Interest and Financial Expenses 80.18 19.88

Profit before Depreciation & Tax 502.19 229.67

Depreciation 5.09 1.03

Profit /(Loss) before Tax 497.10 228.64

Provision for Tax

- Current 177.31 67.60

- Fringe Benefit Tax 1.01 0.5682

- Deferred Tax (4.14) 0.0123

- Tax on prior period incomes 3.85 -

Profit after Tax 319.07 160.45

Balance b/f from previous year 137.50 75.0898

Appropriations : -

Proposed Dividend 176.01 80.3667

Final Dividend 2007-2008 118.85 -

Dividend distribution Tax 50.11 13.65

Amount transferred to General Reserves 7.97 4.01

Amount carried to Reserve & Surplus 103.62 137.50

Earning Per Share (Rs.)

- Face value of equity share 1.00 10.00

- Basic & Diluted 0.19 2.40

DIVIDEND

Considering the performance of your company during the year 2008-09 and to appropriately reward the Members while conserving the resources to meet the future requirements, the Board of Directors recommend a Dividend of Re.0.10 per Equity Share of Re.1/- each. This Dividend is subject to the approval of Members at the 19th Annual General Meeting of the Company to be held on 8th August, 2009.

SHARE CAPITAL Preferential Allotment

During the year under review, your company has issued 1000000 Equity Shares of Rs.10/- each for cash at issue price of Rs.250/- each to Promoters & Non-Promoters aggregating to Rs.25.00 Crore through Private Placements on Preferential Basis.

Consequent upon the aforesaid allotments, the paid-up share capital of your company was Rs.17, 60, 16,000/- as on 31st March, 2009.

Sub-division

During the year under review, your company has sub-divided the face value of its share from Rs.10/-

BOARD OF DIRECTORS

Sh. Parmod Kumar has resigned from the Directorship of the Company on 23 October, 2008. The Board places on record its appreciation for the services rendered by Sh. Parmod Kumar during his tenure of Directorship.

Sh. Arun Datt was appointed as an additional Director on 15 September, 2008 and has resigned from th the Directorship of the Company on 27 December, 2008. The Board places on record its appreciation for the services rendered by Sh. Arun Datt during his tenure of Directorship.

Sh. Sachin Bhatia was appointed as an additional Director on 24 December, 2008 and due to some st unavoidable circumstances, has resigned from the Directorship of the Company on 1 January, 2009. The Board places on record its appreciation for the services rendered by Sh. Sachin Bhatia 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. Manohar Lal and Sh. Devendra Singh 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.

SUBSIDIARY COMPANIES

Your Company has the following companies as its Subsidiaries:-

(i) Akriti Realtech Pvt. Ltd.

(ii) Bhavani Realbuild Pvt. Ltd.

(iii) Bright Infrabuild Pvt. Ltd.

(iv) Dawn Developers Pvt. Ltd.

(v) Dimension Infrastructure Pvt. Ltd.

(vi) Glory Buildcon Pvt. Ltd.

(vii) Haryana Infracon Pvt. Ltd.

(viii) Mehar Builders Pvt. Ltd.

(ix) Modern Ashiana Builders Pvt. Ltd.

(x) Mounthill Builders Pvt. Ltd.

(xi) Rebnoor Infrabuild Pvt. Ltd.

(xii) Skyhigh Colonizers Pvt. Ltd.

(xiii) SPS Buidcon Ltd.

(xiv) SRS Retreat Services Ltd.

(xv) SRS Real Estate Ltd.

(xvi) SRS I-Tech Pvt. Ltd. (Formerly known as K. K. Kohli & Brothers Pvt. Ltd.) A statement pursuant to the provisions of Section 212(1) (e) is annexed herewith forming part of the Directors Report as "Annexure - I".

Central Government vide its letter no. 47/425/2009 - CL-III dated 30.06.2009 has accorded its approval under Section 212(8) of the Companies Act, 1956 for not annexing the accounts of subsidiary companies except for SRS Real Estate Ltd for which the company has not applied for exemption. The annual accounts of SRS Real Estate Ltd. And consolidated accounts are attached to the accounts of your company. The copy of annual reports of subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the registered office & head office of your company and at the registered office of the subsidiary companies.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance is set out separately, which forms part of this report as "Annexure - II".

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report, which forms part of the Directors Report as "Annexure - III".

FIXED DEPOSITS

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

INTERNAL AUDITORS

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

STATUTORY 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.

PARTICULARS OF EMPLOYEES

Information required under the provisions of Section 217 (2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is as follows: -

Name Dr. Anil Jindal

Designation Chairman & Managing Director

Gross Remuneration Rs.50, 00,000/-

Net Remuneration Paid Rs.47, 81,460/-*

Nature of Duties & Employment General Management (Contractual)

Qualification M. Com, L. Lb., CCA, MBA, Ph. D.

Experience 28 Years

Date of Commencement of employment 01.11.2007

Age 44 Years

Previous Employment CMD-SRS Retreat Services Ltd.

Equity Shares held in the Company 3.665%

Note: 1. Gross Remuneration comprises of Salary, Allowances, Companys contribution to Provident Fund and Perquisites.

2. Other Terms & Conditions - NIL.

* The total remuneration paid to Dr. Jindal has been refunded back by him to the Company as it was perceived that the profits of the company will be inadequate.

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: -

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 express their gratitude to the Companys Bankers, Stock Exchanges, SEBI, Other Financial Institutions and place on record their sincere appreciation for the efforts and cooperation extended by all those associated with the Company

On behalf of the Board

For SRS Real Infrastructure Ltd.

(Anil Jindal) (Rajesh Mangla)

CMD Wholetime Director

DIN - 00005585 DIN - 00005669

Place : Faridabad

Date : 30.06.2009


Mar 31, 2008

INTRODUCTION

The Directors feel pleasure in presenting the Eighteenth Annual Report of your Company along with the Audited Accounts of the company for the period ended 31st March, 2008.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.1, 60, 45, 364/32. The Summary of the operating results is as under: -

(Rs. in Lac)

Particulars 31.03.2008 31.03.2007

Gross Sales and Other Income 1730.17 384.87

Profit/(Loss) before Interest,

Depreciation and Tax 249.55 (8.3285)

Interest and Financial Expenses 19.88 (.1685)

Profit before Depreciation & Tax 229.67 (8.4970)

Depreciation 1.03 -

Profit/(Loss) before Tax 228.64 (8.4970)

Add : Prior Period Incomes - 184.9868

228.64 176.4898

Provision for Tax

- Current 67.6015 -

- Fringe Benefit Tax 0.5682 0.0013

- Deferred Tax 0.0123 -

- MAT Credit - -

- Tax on prior period incomes - 114.5316

Profit after Tax 160.45 61.9568

Balance b/f from previous year 75.0898 13.1331

Appropriations:

Proposed Dividend 80.3667 -

Dividend Distribution Tax 13.6583 -

Amount transferred to General Reserves 4.0113 -

Amount carried to Reserves & Surplus 137.50 75.0898

Earning Per Share (Rs.)

- Basic 2.40 (0.24)

- Diluted 2.40 (0.24)

DIVIDEND

Considering the excellent performance of your company during the year 2007-08 and to appropriately reward the Members while conserving the resources to meet the future requirements, the Board of Directors recommend a Dividend of Rs.1/20 per Equity Share of Rs.10/- each (12%). This Dividend is subject to the approval of Members at the 18th Annual General Meeting of the Company to be held on 30th September, 2008. The Dividend will involve an outflow of Rs.94, 02, 506/86 including the Dividend Distribution Tax of Rs.13, 65, 832/76 on the paid-up Equity Share Capital of Rs.16, 60, 16,000 /-.

SHARE CAPITAL

During the year under review, your company issued 1, 00, 00, 000 Equity Shares of Rs.10/- each for cash at issue price of Rs.30/- each to Promoters & Non-Promoters aggregating to Rs.30.00 Crore and further 30, 00, 000 Equity Shares of Rs.10/- each for cash at issue price of Rs.250/- each to Promoters aggregating to Rs.75.00 Crore through Private Placements on Preferential Basis.

Consequent upon the aforesaid allotments, the paid-up share capital of your company was Rs.16, 60, 16,000/- as on 31st March, 2008.

BOARD OF DIRECTORS

Sh. Rajesh Mangla was appointed as an additional Director on 12th November, 2007. 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. Further, Sh. Rajesh Mangla would be appointed as Whole-time Director w. e. f. 1st September, 2008.

Sh. Devendra Singh was appointed as an additional Director on 23rd November, 2007. 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. Kailash Mohan Mehta was appointed as an additional Director on 23rd November, 2007. 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. Parmod Kumar was appointed as an additional Director on 23rd November, 2007. 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. Jitender Kumar Garg was appointed as additional Director on 15th May, 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.

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. Rajesh Singla and Sh. Nanak Chand Tayal retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

SUBSIDIARY COMPANIES

Your Company has acquired the following companies as its Subsidiaries by virtue of Section 4(1) (b) of the Companies Act, 1956.

(I) Akriti Realtech Pvt. Ltd.

(ii) Bhavani Realbuild Pvt. Ltd.

(iii) Bright Infrabuild Pvt. Ltd.

(iv) Dawn Developers Pvt. Ltd.

(v) Dimension Infrastructure Pvt. Ltd.

(vi) Glory Buildcon Pvt. Ltd.

(vii) Haryana Infracon Pvt. Ltd.

(viii) Mehar Builders Pvt. Ltd.

(ix) Modern Ashiana Builders Pvt. Ltd.

(x) Mounthill Builders Pvt. Ltd.

(xi) Rebnoor Infrabuild Pvt. Ltd.

(xii) Skyhigh Colonizers Pvt. Ltd.

(xiii) SPS Buildcon Ltd.

(xiv) SRS Retreat Services Ltd.

(xv) SRS Real Estate Ltd.

(xvi) SRS I-Tech Pvt. Ltd. (Formerly known as K. K. Kohli & Brothers Pvt. Ltd.)

A statement pursuant to the provisions of Section 212(1) (e) is annexed herewith forming part of the Directors Report as "Annexure I".

Central Government vide its letter no. 47/327/2008-CL-III dated 30th May, 2008 has accorded its approval under Section 212(8) of the Companies Act, 1956 for not annexing the accounts of subsidiary companies except for SRS Real Estate Ltd for which the company has not applied for exemption. The annual accounts of SRS Real Estate Ltd. and consolidated accounts are attached to the accounts of your company. The copy of annual reports of subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the registered office & head office of your company and at the registered office of the subsidiary companies.

As, SRS I-Tech Pvt. Ltd. became subsidiary of your Company on 4th April, 2008; hence, the annual accounts of SRS I-Tech Pvt. Ltd. are not attached to the accounts of your company.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance is set out separately, which forms part of this report as "Annexure II".

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report, which forms part of the Directors Report as "Annexure III".

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, 2008.

AUDITORS

M/s. Neeraj & Naresh, 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.

PARTICULARS OF EMPLOYEES

Information required under the provisions of Section 217 (2-A) of the Companies Act, 1956, read with the Compani (Particulars of Employees) Rules, 1975 is as follows: -

EMPLOYED FOR PART OF THE YEAR

Name Dr. Anil Jindal

Designation Chairman & Managing Director

Gross Remuneration Rs.10, 00,000/-

Nature of Duties & Employment General Management (Contractual)

Qualification M. Com, L. Lb., CCA, MBA, Ph. D.

Experience 28 Years

Date of Commencement of employment 01.11.2007

Age 44 Years

Previous Employment CMD-SRS Retreat Services Ltd.

Equity Shares held in the Company 3.665%

Note: 1. Gross Remuneration comprises of Salary, Allowances, Companys contribution to Provident Fun and Perquisites. 2. Other Terms & Conditions - NIL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANG 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 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 express their gratitude to the Companys Bankers, Stock Exchanges, SEBI, Other Financial Institutions and place on record their sincere appreciation for the efforts and cooperation extended by all those associated with the Company.

On behalf of the Board

For SRS Real Infrastructure Ltd.

Place : Faridabad

Date : 04.09.2008

(Anil Jindal) (Rajesh Mangla)

CMD Director

DIN - 00005585 DIN - 00005669

 
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