Directors Report of Shree Ram Urban Infrastructure Ltd.

Mar 31, 2017

Dear Members,

The Board of Directors is pleased to present the 80th Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2017.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31® March, 2017 is summarized below:

Your Company has incurred a loss of Rs. 49,74,19,409/- (Forty Nine Crores Seventy Four Lacs Nineteen Thousand Four Hundred Nine Only) in the year ended 31^st March, 2017. For the Year ended 31^st March, 2016 your Company had incurred a loss of Rs. 24,69,10,094/- (Twenty Four Crores Sixty Nine Lacs Ten Thousand Ninety Four Only).

(In Rupees)

Particulars	Year ended 31st March, 2017 (01.04.2016 to 31.03.2017)	Year ended 31st March, 2016 (01.04.2015 to 31.03.2016)
Profit/(Loss) before interest and depreciation/impairment	(48,77,23,658)	(23,46,75,646)
Less: Interest	88,83,134	1,14,47,083
Less: Depreciation/impairment	8,12,617	7,87,365
Profit/(Loss) before tax	(49,74,19,409)	(24,69,10,094)
Provision for Tax/Deferred Tax	NIL	NIL
Profit/(Loss) after tax	(49,74,19,409)	(24,69,10,094)
Add: Balance brought forward from previous year Add: Adjusted on account of depreciation as per Schedule II	(75,81,56,422)	(50,54,95,675)
of the Companies Act, 2013	NIL	(57,50,653)
Profits(Loss) available for appropriation Appropriations: Transfer to Reserve Fund/	(1,25,55,75,831)	(75,81,56,422)
General Reserve	-	*
Dividend on Equity Shares	-	-
Corporate Dividend Tax	-	-
Balance carried forward	(1,25,55,75,831)	(75,81,56,422)

2. DIVIDEND

Your Directors do not recommend any dividend due to losses incurred during the year.

3. RESERVES

During the year your Company has not transferred any amount to general reserve.

4. BUSINESS:

The Company''s premier project Palais Royal has been delayed on account of circumstances beyond the control of the company. As regards litigation, the company has filed an appeal against Bombay High Court order of January 2016 and the same is pending in Supreme Court. In the meantime, in keeping with the court orders and the MCGM orders, the company is trying to complete the project in an optimum manner and as quickly as possible. Once the project is complete, it will firmly establish the company in the field of real estate and urban infrastructure development.

The company is also considering participating in other projects dealing with urban renewal and infrastructure development. where the requirement of capital is meager, and where the Company can leverage its knowledge and experience of engineering and construction.

5. CORPORATE SOCIAL RESPONSIBILITY

Your Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013, The requirement of mandatory implementation of CSR activity is not applicable to your company due to inadequacy of profits in past three financial years.

6. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

7. PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31^st March. 2017.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investment have been disclosed in Note No. 13,14 and 18 to the financial statements.

9. MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment affecting the financial position of the Company during the financial year 2016-2017 except as disclosed in the financial report.

10. REPORT ON PERFORMANCEOFSUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March. 2017 the Company has the following subsidiaries companies:

a) SRM Sites Private Limited

b) Raghuveer Suburban Infrastructure Private Limited

c) Shree Ram Realinfra Ventures Private Limited

A report on the performance and financial position of each of the subsidiaries companies as per the Companies Act, 2013 in Form AOC— 1 forms part of Financial Statement.

During the year the company does not have Associates or Joint Venture Companies.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. S Kasliwal (DIN: 00555161), retires by rotation at the ensuing 80'' Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

During the year under review. Dr. O.P. Chawla resigned from the office of Independent Director of the Company w.e.f. 30^th July. 2016. The Board of Directors places on record his valuable contribution and guidance given to the Company during his tenure.

During the year under review, Mr. Yatin Sangani resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 31^st August. 2016. The Board of Directors places on records his valuable contribution and guidance given to the Company during her tenure.

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Mr. R.N.Jha(DIN: 00033291) as an Additional-Independent Director of the Company on 14^th November. 2016.

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Mr. Satish Kumar Prajapati as Company Secretary and Compliance Officer of the Company w e.f. 16^th December. 2016.

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Pursuant to section 149(7) of the Companies Act, 2013. the Company has obtained declarations from all the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act. 2013.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The provision of an appropriate induction for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise. The details of familiarization are available on the Company''s website htto://www.shreeramurban.co.in/lnvestorsCentre.html

14. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 for the financial year ended 31“ March. 2017 made under the provisions of Section 92(3) of the Act is annexed to this report as “Annexure A".

15. NUMBER OF BOARD MEETINGS

During the financial year 2016-2017, 5 (Five) meetings of the Board of Directors were held. The dates of Board Meetings are given in the Corporate Governance section, forming part of the Board''s Report.

16. DIRECTOR''S RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act, 2013 the Directors hereby state that:

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

b. selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the loss of the Company for the year ended on that date;

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

d. the annual accounts have been prepared on a going concern basis;

e. Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and are operating effectively.

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act. 2013. formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors. Key Managerial Personnel and other employees. The said policy is annexed to this Report as "Annexure B”. The said policy is available on the Company''s website http://www.shreeramurban.co.in/lnvestorsCentre.html

18. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company has formulated a policy on dealing with Related Party Transaction. The said policy is available on the Company''s website httD://www.shreeramurban.co.in/lnvestorsCentre.html. Pursuant to the provisions of Regulation 23 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015, prior approval of Audit Committee was sought for entering into related party transactions.

The particulars of contracts entered during the year as per Form AOC-2 is annexed to this Report as Annexure-C

19. BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee in appropriate and exceptional cases. The said policy is available on the Company''s website http://www.shreeramurban.co.in/ lnvestorsCentre.html

21. AUDIT COMMITTEE

The composition of the Audit Committee as required to be disclosed under section 177(8) of the Companies Act, 2013 is given in Corporate Governance Report forming part of Board’s Report. During the year under review there was no instance where the Board has not accepted any recommendation of the Audit Committee.

22. RISK MANAGEMENT

At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

23. SECRETARIAL AUDITOR

The Board has appointed M/s. Virendra Bhatt. Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Report of the Secretarial Audit Report is annexed to this report as “Annexure D”.

24. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details as per section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report as "Annexure E"

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

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013read with Rule 8 of The Companies (Accounts) Rules, 2014is annexed to this report as Annexure - F”.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has filed a Special Leave Petition in Supreme Court against the Bombay High Court Order of January 2016. The SLP is in process. In the meantime, pursuant to the said Bombay High Court order, the Municipal Commissioner passed an order in 31^st August 2016 on fire refuge areas, and the MCGM passed an order in 27^th March 2017 on Public Parking Lot. With these orders, pending the outcome of the SLP, the company is going ahead with the completion of the project.

27. INTERNAL FINANCIAL CONTROLS

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place. It has been operating adequately.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2)(e) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 the Management Discussion and Analysis Report is annexed to this report as Annexure G".

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

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your company has always believed in providing a safe and harassment free workplace for every individual employee working with company. No instance of sexual harassment of women under the said Act has been reported in the Company.

30. STATUTORY AUDITORS

M/s Habib & Co. Chartered Accountants (Firm Registration No. 103479W), Mumbai are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and not eligible to accept office. The Board of Directors recommends appointment of M/s SMMP & Associates (Firm Registration No. 120438W), Mumbai as new auditor of the company Subject to approval of shareholder at ensuing Annual General Meeting.

M/s. SMMP & Associates will hold the office for a period of five consecutive years from the conclusion of the 80" Annual General Meeting of the company scheduled to be held on 5^th August, 2017, till the conclusion of 85" Annual General Meeting to be held in the year 2022.

31. EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The explanation to the qualification in Auditors report is already given in note no. 43, 46 and 49 which is self explanatory.

32. COST AUDITORS

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. Y.R .Doshi & Associates. Cost Accountants, as Cost Auditors of the Company, for the Financial Year 2017-18, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government, pursuant to its order dated 30^th June. 2014 and any amendments thereof, subject to the approval of the Members, on the remuneration of Rs. 30,000/- to be paid to the Cost Auditor. The Board recommends their appointment.

33. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014

(B) ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the dedication and commitment of the Employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the customers, vendors and all the other business associates for their support and encouragement.

Your Directors thank the banks, financial institutions, government departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board

Shambhukumar S. Kasliwal

Place : Mumbai Chairman

Date : 27''” May, 2017 DIN: 00555161

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Mar 31, 2015

Dear Members,

The Directors take great pleasure in presenting their 78th Annual Report on the business and operations of your Company along with the Audited Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss and the Cash Flow Statement for the period ended 31st March, 2015. In compliance of Section 2 (41) of the Companies Act, 2013 the Board of Directors had passed a resolution dated 12th November, 2014 for change of financial year as April to March instead of January to December.

The Ministry of Corporate Affairs vide Circular No. 08/2014 dated 4th April, 2014 clarified that the financial statements and the documents required to be attached thereto, the auditor's and directors' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956 and schedules and rules made there under.

The Company has accordingly prepared Balance Sheet, Statement of Profit and Loss, the schedules and notes thereto and the Directors' Report in accordance with the relevant provisions of the Companies Act, 1956 and schedules and rules made there under.

FINANCIAL HIGHLIGHTS

Your Company has incurred a loss of Rs. 32,85,90,760/- (Rupees Thirty Two Crores Eighty Five Lacs Ninety Thousand Seven Hundred Sixty Only) in the period 01.01.2014 to 31.03.2015. For the financial year ending 31st December, 2013 your Company had incurred a loss of Rs. 12,70,84,213/- (Rupees Twelve Crores Seventy Lacs Eighty Four Thousand Two Hundred Thirteen Only).

Highlights of the financial performance are as follows:

(In Rupees)

Particulars Period ended Financial Year March 31, 2015 ended (01.01.2014 to December 31, 31.03.2015) 2013 (01.01.2013 to 31.12.2013)

Profit/(Loss) before interest (32,04,77,722) (8,44,77,640) & Depreciation/impairment

Less: Interest 75,53,877 1,42,60,788

Less: Depreciation/impairment 5,59,161 4,60,692

Profit/(Loss) before tax (32,85,90,760) (9,91,99,120)

Provision for Tax / Deferred Tax Nil 2,78,85,093

Profit/(Loss) after tax (32,85,90,760) (12,70,84,213)

Add: Balance brought forward from (17,69,04,915) (4,98,20,702) previous year

Profit/(Loss) available for (50,54,95,675) (17,69,04,915) appropriation

Appropriations :

Transfer to Reserve Fund / - - General Reserve

Dividend on Equity Shares - -

Corporate Dividend Tax - -

Balance carried forward (50,54,95,675) (17,69,04,915)

DIVIDEND

Your Directors do not recommend any dividend due to losses incurred during the period.

BUSINESS

The Company's project Palais Royale has attained a good standing in terms of technological innovations. However implementation has been delayed due to an adverse order passed by the Municipal Commissioner of Greater Mumbai. The Company has gone in appeal before the Bombay High Court and is hopeful for getting legal redressal soon. The Maharashtra Government has also given positive response for the development of real estate in Mumbai. Once the project is complete, it will firmly establish the Company in the field of real estate and urban infrastructure development.

INSURANCE

The building, site construction and electrical installation have been covered for all probable risks.

SUBSIDIARIES

SRM Sites Private Limited is a material, unlisted Indian Subsidiary Company.

Raghuveer Suburban Infrastructure Private Limited and Shree Ram Realinfra Ventures Private Limited are non- material, unlisted Indian Subsidiary Company.

The Statement pursuant to Section 212 of the Companies Act, 1956, relating to Company's subsidiary is annexed to this Report. The Audited Accounts of the aforesaid Companies along with the report of the Board of Directors and the Auditors Report thereon which are required to be attached with the Annual Report of the Company have not been attached as the Board of Directors have given consent not to attach the Annual Accounts of the Company's subsidiary with the Annual Accounts of the Company in accordance with the Ministry of Corporate Affairs, Government of India Circular No.2/2011 dated 8th February, 2011 under section 212 of the Companies Act, 1956.

FIXED DEPOSITS

During the period ended 31st March, 2015 the Company has not accepted any deposits from the Public under section 58A of the Companies Act, 1956. No amount of principal or interest was outstanding as of the date of the Balance Sheet.

DIRECTORS

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. S. S. Kasliwal, Chairman retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment. Based on the confirmations received, none of the Directors are disqualified for appointment under section 274(1 )(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013. Mr. Vijay G. Kalantri resigned from the directorship of the Company w.e.f. 19th May, 2014. Mr. Mukul S. Kasliwal and Mr. Mohan M. Jayakar resigned from the directorship of the Company w.e.f. 19th December, 2014 and 22nd January, 2015 respectively. The Board placed on record its appreciation for the contribution made by them during their tenure of directorship. The company has done postal ballot in the month of February - March, 2015 for appointment of independent directors as per Companies Act, 2013. The result of postal ballot was announced by the Chairman on 28th March, 2015. The Company has appointed Dr. O.RChawla, Mr. Lalit Mohan, Mr. N.K.Sethi and Dr.Poornima Advani as independent directors under the new Companies Act, 2013 for a term of five years with effect from 20th February, 2015.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(a) that in the preparation of the Annual Accounts for the period ended March 31, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit/loss of the Company for the period ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a 'going concern' basis.

STATUTORY AUDITORS

M/s. Khandelwal Jain & Co., the joint Statutory Auditors have resigned as Statutory Auditors of the Company. M/s Habib & Co., the other joint Statutory Auditors continued as Statutory Auditors of the Company.

M/s Habib & Co. are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Board of Directors recommends their reappointment.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The explanation to the qualification in Auditors report is already given in note no. 37 which is self explanatory.

COST AUDITORS

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. Y.R.Doshi & Associates, Cost Accountants, as Cost Auditors of the Company, for the Financial Year 2015-16, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof, subject to the approval of the Members, on the remuneration of Rs. 30,000/- plus applicable service tax and out-of-pocket expense to be paid to the Cost Auditor. The Board recommends their appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Report.

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate Report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed herewith. A certificate from the Whole -Time Director and Senior President (Finance) & CFO of the Company confirming internal controls and checks pertaining to financial statements for the period ended 31st March, 2015 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members is given in the Report. The scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

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

The particulars as prescribed under Sub-Section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

A. CONSERVATION OF ENERGY:

Company is engaged in construction activities and sufficient care from energy conservation point of view has been taken while opting for construction materials, technology and methodology.

For example, use of waste pozzolanic material like flyash for manufacturing of concrete, use of curring compound to reduce consumption of potable water, use of modular form work which can be used for 100 repetitions and hence reducing Consumption of wood.

Form "A" below sets out the details of energy consumption:

B. TECHNOLOGY ABSORPTION :

Efforts made in technology absorption. - -

FORM "B"

RESEARCH & DEVELOPMENT (R&D)

1. Specific areas in which R & D carried out by the Company:

The Company has engaged its R&D staff to economize production of high grade & high performance concrete. Company has successfully developed and utilized M80 grade self compacting concrete by using non convention materials like Metakaolin etc. M200 self compacting concrete has been produced at laboratory level and further trails are on to make sure that its usage can be made in the actual structure.

2. Benefits derived as a result of the above R&D- Not applicable

3. Future plan of action Not applicable

4. Expenditure on R & D (Rs. in lakhs)

(a) Capital -

(b) Recurring -

(c) Total -

(d) Total R&D Expenditure as a Percentage of total turnover -

TECHNOLOGY ABSORPTION AND ADOPTION

Company has already adopted many innovations of latest technology available in the field of building construction such as:

Self climbing form work, concrete placer booms and self compacting concrete to meet challenges like noise pollution, extra labours for vibrating of concrete and saving electrical energy.

Company has also taken care to ensure faster material handling; and hence deployed fastest available man and material hoists (almost 90-100 meters per minute speed).

Company has deployed clusters of cranes and has adopted best technology available for topless and Luffing Cranes. Company has adopted coupled splicing system for re-bars which has helped in consuming lesser steel.

Company is putting all efforts to collect rain water and recycle the same.

Acknowledgements

Your Directors place on record their sincere appreciation for the dedication and commitment of the Employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the customers, vendors and all the other business associates for their support and encouragement.

Your Directors thank the banks, financial institutions, government departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board

Shambhukumar S. Kasliwal Chairman

Place : Mumbai Date : 27th May, 2015

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Dec 31, 2013

Dear Members,

The Directors take great pleasure in presenting their 77th Annual Report on the business and operations of your Company along with the Audited Balance Sheet as at 31st December, 2013 and Profit and Loss Account and Cash Flow Statement for the year ended 31st December, 2013.

FINANCIAL HIGHLIGHTS

Your Company incurred Loss of Rs. 12,70,84,213 (Rupees Twelve Crores Seventy Lacs Eighty Four Thousand Two Hundred Thirteen only) as compared to a Profit of Rs. 9,09,67,136 (Rupees Nine Crores Nine Lacs Sixty Seven Thousand One Hundred Thirty Six only) in the previous year. Highlights of the financial performance are as follows:

(In Rupees)

Particulars Financial Financial Year ended Year ended December 31,2013 December 31,2012

Profit/(Loss) before interest & Depreciation/impairment (8,44,77,640) 10,37,78,803

Less: Interest 1,42,60,788 41,73,346

Less: Depreciation/Impairment 4,60,692 6,75,576

Profit/(Loss) before tax (9,91,99,120) 9,89,29,881

Provision for Tax / Deferred Tax 2,78,85,093 79,62,745

Profit/(Loss) after tax 12,70,84,213 9,09,67,136

Add: Balance brought forward from previous year (4,98,20,702) (14,07,87,838)

Amount available for appropriation (17,69,04,915) (4,98,20,702)

Appropriations :

Transfer to Reserve Fund / General Reserve - -

Dividend on Equity Shares - -

Corporate Dividend Tax - -

Balance carried forward (17,69,04,915) (4,98,20,702)

DIVIDEND

Your Directors do not recommend any dividend due to losses incurred during the year.

BUSINESS

The Company''s project Palais Royale has attained a good standing in terms of technological innovations. However, implementation has been delayed owning to an adverse order passed by the Municipal Commissioner of Mumbai. The Company has gone in Writ Petition against the said order and is hopeful of getting legal redresses soon. Once the project is complete, it will firmly establish the Company in the field of real estate and urban infrastructure development.

INSURANCE

The building, site construction and electrical installation have been covered for all probable risks.

SUBSIDIARIES

SRM Sites Private Limited is a material, unlisted Indian Subsidiary Company.

Raghuveer Suburban Infrastructure Private Limited and Shree Ram Real infra Ventures Private Limited are non- material, unlisted Indian Subsidiary Company.

The reports and accounts of the Subsidiary Companies are not annexed to this Report. The Board of Directors of the Company have approved and passed a resolution in this regard. A statement pursuant to Section 212 (8) of the Companies Act, 1956 is annexed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. N. K. Sethi, Mr. Lalit Mohan and Mr. Mohan Jayakar retire by rotation at the ensuing Annual General Meeting. Mr. N. K. Sethi, Mr. Lalit Mohan and Mr. Mohan Jayakar being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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

iii. The Directors have 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;

iv. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

AUDITORS

M/s Habib & Co. and M/s Khandelwal Jain & Co. are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The Directors submit that their explanation to the qualification made by the Auditors in their report for the year ended 31st December, 2013 which is already given in note no. 36 of Financial Statement is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Report.

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate Report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed herewith. A certificate from the Whole-Time Director and Senior President (Finance) & CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended 31st December, 2013 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members is given in the Report. The scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

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

The particulars as prescribed under Sub-Section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

Acknowledgements

Your Directors place on record their sincere appreciation for the dedication and commitment of the Employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the customers, vendors and all the other business associates for their support and encouragement.

Your Directors thank the banks, financial institutions, government departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board,

Shambhukumar S. Kasliwal

Chairman Place : Mumbai

Date : 2nd June, 2014

---

Dec 31, 2012

Dear Members,

The Directors take great pleasure in presenting their 76th Annual Report on the business and operations of your Company along with the Audited Balance Sheet as at 31st December, 2012 and Profit and Loss Account and Cash Flow Statement for the year ended 31st December, 2012.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit of Rs. 9,09,67,136 (Rupees Nine Crores Nine Lacs Sixty Seven Thousand One Hundred Thirty Six only) as compared to a Profit of Rs. 60,20,775 (Rupees Sixty Lacs Twenty Thousand Seven Hundred Seventy Five only) in the previous year. Highlights of the financial performance are as follows: (In Rupees)

Particulars Financial Financial Year ended Year ended December 31, 2012 December 31, 2011

Profit/(Loss) before interest & Depreciation/ impairment 10,37,78,803 69,90,860

Less: Interest 41,73,346 2,25,129

Less: Depreciation/Impairment 6,75,576 7,41,072

Profit/(Loss) before tax 9,89,29,881 60,24,659

Provision for Tax / Deferred Tax 79,62,745 3,884

Profit/(Loss) after tax 9,09,67,136 60,20,775

Add: Balance brought forward from previous year (14,07,87,838) (14,68,08,613)

Profit/(Loss) available for appropriation (4,98,20,702) (14,07,87,838)

Appropriations :

Transfer to Reserve Fund / General Reserve - -

Dividend on Equity Shares - -

Corporate Dividend Tax - -

Balance carried forward (4,98,20,702) (14,07,87,838)

DIVIDEND

Your Directors do not recommend any dividend due to inadequate Profit earned during the year.

BUSINESS

The Company''s Project "Palais Royale" has entered the final stages of implementation and finishing of the building has commenced. The project has started acquiring iconic status in India and globally, and has started featuring in the record books for world records in engineering and design. It is expected that this project will firmly establish the Company in the business of real estate and infrastructure development.

INSURANCE

The building, site construction and electrical installation have been covered for all probable risks.

SUBSIDIARIES

SRM Sites Private Limited is a material, unlisted Indian Subsidiary Company.

Raghuveer Suburban Infrastructure Private Limited and Shree Ram Realinfra Ventures Private Limited are non- material, unlisted Indian Subsidiary Company.

The reports and accounts of the Subsidiary Companies are not annexed to this Report. The Board of Directors of the Company have approved and passed a resolution in this regard. A statement pursuant to Section 212 (8) of the Companies Act, 1956 is annexed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. S. S. Kasliwal, Mr. Mukul S. Kasliwal retire by rotation at the ensuing Annual General Meeting. Mr. S. S. Kasliwal and Mr. Mukul S. Kasliwal being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

M/s Habib & Co. and M/s Khandelwal Jain & Co. are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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

iii. The Directors have 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;

iv. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange forms part o1 this Report.

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate Report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed herewith. A certificate from the Whole-Time Director and Senior President (Finance) & CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended 31st December, 2012 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members is given in the Report. The scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

The particulars as prescribed under Sub-Section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

A. CONSERVATION OF ENERGY:

Company is engaged in construction activities and sufficient care from energy conservation point of view has been taken while opting for construction materials, technology and methodology.

For example, use of waste pozzolanic material like flyash for manufacturing of concrete, use of curring compound to reduce consumption of potable water, use of modular form work which can be used for 100 repetitions and hence reducing Consumption of wood.

B. TECHNOLOGY ABSORPTION :

Efforts made in technology absorption.

FORM "B" RESEARCH & DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the Company:

The Company has engaged its R&D staff to economize production of high grade & high performance concrete. Company has successfully developed and utilized M80 grade self competing concrete by using non convention materials like Metakaolin, etc. M200 self competing concrete has been produced at laboratory level and further trails on same being conducted to make sure it is worthiness to be part of actual structure

2. Benefits derived as a result of the above R&D- Not applicable

3. Future plan of action Not applicable

4. Expenditure on R & D (Rs. in lakhs)

(a) Capital -

(b) Recurring -

(c) Total -

(d) Total R&D Expenditure as a Percentage of total turnover -

TECHNOLOGY ABSORPTION AND ADOPTION

Company has already adopted many of latest technologies available in field of building construction such as:

Self climbing form work, concrete placer booms and self compacting concrete to meet challenges like noise pollution, extra labours are hired for vibration of concrete and which has also helped in saving electrical energy also.

Company has also taken care to ensure faster material handling; and hence deployed fastest available man and material hoists (almost 90-100 meters per minute speed).

Company has deployed clusters of cranes and has adopted best technology available for topless and Luffing Cranes. Company has adopted coupled splicing system for re-bars which has helped in consuming lesser steel.

Company is putting all the efforts to collect curing water and recycle the same. Company is also trying to collect flying cementitious material and make use of the same for non-structural walls.

Company is willing to keep on updating its technological data bank and use latest technology for comforts of product users and cost effectiveness

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports, initiatives taken to increase exports, developments of new exports market for products and services and exports plants. NIL

Total foreign exchange used and earned Used (includes Advance given)

Current Year Rs. 68,97,86,430

Previous Year Rs. 57,37,08,775

Earned (includes Advance received)

Current Year NIL

Previous Year Rs. 1,47,84,000

Acknowledgements

Your Directors place on record their sincere appreciation for the dedication and commitment of the Employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the customers, vendors and all the other business associates for their support and encouragement.

Your Directors thank the banks, financial institutions, government departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board,

Shambhukumar S. Kasliwal

Chairman

Place : Mumbai

Date : 27th February, 2013

---

Dec 31, 2011

The Director's take great pleasure in presenting their 75th Annual Report on the business and operations of your Company along with the Audited Balance Sheet as at 31st December, 2011 and Profit and Loss Account and Cash Flow Statement for the year ended 31st December, 2011.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit of Rs. 60, 20,775 (Rupees Sixty Lacs Twenty Thousand Seven Hundred Seventy Five) as compared to a loss of Rs. 16, 24, 71,340 (Rupees Sixteen Crores Twenty Four Lacs Seventy One Thousand Three Hundred Forty) in the previous year. Highlights of the financial performance are as follows:

(In Rupees) Particulars Financial Financial Year ended Year ended December 31, 2011 December 31, 2010

Profit/(Loss) before interest & Depreciation/impairment 70,36,658 (8,10,53,672)

Less: Interest 2,25,129 1,05,809

Less: Depreciation/Impairment 7,41,072 8,12,64,579

Profit/(Loss) before tax 60,70,457 (16,24,24,060)

Provision for Tax / Deferred Tax 49,682 47,280

Profit/(Loss) after tax 60,20,775 (16,24,71,340)

Add: Balance brought forward from previous year (14,68,08,613) 1,56,62,727

Profit/(Loss) available for appropriation (14,07,87,838) (14,68,08,613)

Appropriations :

Transfer to Reserve Fund / General Reserve - -

Dividend on Equity Shares - -

Corporate Dividend Tax - - Balance carried forward (14,07,87,838) (14,68,08,613)

DIVIDEND

Your Directors do not recommend any dividend due to inadequate Profit earned during the year.

BUSINESS

The Company's Project "Palais Royale" is under implementation. Once Palais Royale is completed, it will establish the Company firmly as a leading player in iconic and world-class projects thus opening the vistas for global expansion.

INSURANCE

The building, site construction and electrical installation have been covered for all probable risks.

SUBSIDIARIES

SRM Sites Private Limited is a material, unlisted Indian Subsidiary Company.

Raghuveer Suburban Infrastructure Private Limited and Shree Ram Realinfra Ventures Private Limited are non material, unlisted Indian Subsidiary Company.

The reports and accounts of the subsidiary companies are not annexed to this Report. The Board of Directors of the Company have approved and passed a resolution in this regard. A statement pursuant to Section 212 (8) of the Companies Act, 1956 is annexed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Vijay G. Kalantri, Dr. O. P. Chawla and Mr. Ambuj A. Kasliwal retire by rotation at the ensuing Annual General Meeting. Mr. Vijay G. Kalantri and Dr. O. P. Chawla being eligible, offer themselves for re- appointment. The Board recommends their re-appointment. Mr. Ambuj A. Kasliwal has not offered himself for re-appointment.

AUDITORS

M/s Habib & Co. and M/s Khandelwal Jain & Co. are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the Annual Accounts on a 'going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Report.

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate Report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed herewith. A certificate from the Whole-Time Director and Senior President (Finance) & CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended 31st December, 2011 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members is given in the Report. The scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

The particulars as prescribed under Sub-Section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

A. CONSERVATION OF ENERGY:

Company is engaged in construction activities and sufficient care from energy conservation point of view has been taken while opting for construction materials, technology and methodology.

For example, use of waste pozzolanic material like flyash for manufacturing of concrete, use of curring compound to reduce consumption of potable water, use of modular form work which can be used for 100 repetitions and hence reducing Consumption of wood.

Form "A" below sets out the details of energy consumption:

TECHNOLOGY ABSORPTION AND ADOPTION

Company has already adopted many of latest technologies available in field of building construction such as:

Self climbing form work, concrete placer booms and self compacting concrete to meet challenges like noise pollution, extra labours are hired for vibration of concrete and which has also helped in saving electrical energy also.

Company has also taken care to ensure faster material handling; and hence deployed fastest available man and material hoists (almost 90-100 meters per minute speed).

Company has deployed clusters of cranes and has adopted best technology available for topless and Luffing Cranes. Company has adopted coupled splicing system for re-bars which has helped in consuming lesser steel.

Company is putting all the efforts to collect curing water and recycle the same. Company is also trying to collect flying cementations material and make use of the same for non-structural walls.

Company is willing to keep on updating its technological data bank and use latest technology for comforts of product users and cost effectiveness.

Acknowledgements

Your Directors place on record their sincere appreciation for the dedication and commitment of the Employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the customers, vendors and all the other business associates for their support and encouragement.

Your Directors thank the banks, financial institutions, government departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board,

Shambhukumar S. Kasliwal

Chairman Place : Mumbai

Date : 27th February, 2012

---

Dec 31, 2010

The Directors take great pleasure in presenting their 74th Annual Report on the business and operations of your Company along with the Audited Balance Sheet as at 31st December, 2010 and Profit and Loss Account and Cash Flow Statement for the year ended 31st December, 2010.

Financial highlights

Your Company incurred a loss of Rs. 16, 24,71,340 (Rupees Sixteen Crores Twenty Four Lacs Seventy One Thousand Three Hundred Forty) as compared to a loss of Rs. 13,79,78,365 (Rupees Thirteen Crores Seventy Nine Lacs Seventy Eight Thousand Three Hundred and Sixty Five) in the previous year. Highlights of the financial performance are as follows:

(In Rupees)

Particulars Financial Financial Year ended Year ended December 31, December 31,

Profit/(Loss) before interest & Depreciation/impairment (8,10,53,672) (12,46,43,340)

Less: Interest 1,05,809 76,564

Less: Depreciation & impairment 8,12,64,579 3,45,49,003

Profit/(Loss) before tax (16,24,24,060) (15,92,68,907)

Provision for Tax / Deferred Tax 47,280 (2,12,90,542)

Profit/(Loss) after tax (16,24,71,340) (13,79,78,365)

Add: Balance brought forward from previous year 1,56,62,727 15,36,41,093

Profit/(Loss) available for appropriation (14,68,08,613) 1,56,62,727

Appropriations :

Transfer to Reserve Fund / General Reserve — —

Dividend on Equity Shares — —

Corporate Dividend Tax — —

Balance carried forward (14,68,08,613) 1,56,62,727

Dividend

In view of losses incurred during the year, your Directors do not recommend any dividend.

Business

The Company is in the business of real estate and textiles. Presently, the Company is implementing its residential project of iconic green building known in the name of "Palais Royale" at its Worli estate. The

Company is expecting to be one of the lead players in the market of Real Estate & construction industry in the near time to come.

Insurance

The building, site construction and electrical installation have been covered for all probable risks.

Subsidiaries

During the year under review:

a. Raghuveer Suburban Infrastructure Private Limited became subsidiary of the Company with effect from 14.01.2010.

b. Shree Ram Realinfra Ventures Private Limited became subsidiary of the Company with effect from 24.02.2010.

SRM Sites Private Limited is a Subsidiary of the Company since last financial year, i.e., 24.08.2009.

SRM Sites Private Limited is a material, non-listed subsidiary Company and all other Companies are non- material, non-listed Subsidiary Companies as defined under Clause 49 of the Listing Agreement entered into with the Stock Exchange.

Fixed Deposits

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Directors

Mr. Lalit Mohan, Mr. Mohan M. Jayakar and Dr. Poornima G. Advani retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment.

Punjab National Bank has withdrawn its nomination of Mr. S. S. Bhandari from the Board of Company in the Board Meeting held on 4th February, 2011.

Auditors

M/s Habib & Co. and M/s Khandelwal Jain & Co. are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

Directors Responsibility Statement

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

i. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate Report on Corporate Governance, along with a certificate of Practising Company Secretary, is annexed herewith. A certificate from the Whole-Time Director and President & CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended 31st December, 2010 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members is given in the Report. The scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

A. CONSERVATION OF ENERGY:

Company is engaged in construction activities and sufficient care from energy conservation point of view has been taken while opting for construction materials, technology and methodology.

For example, use of waste pozzolanic material like flyash for manufacturing of concrete, use of curring compound to reduce consumption of potable water, use of modular form work which can be used for 100 repetitions and hence reducing Consumption of wood.

Form "A" below sets out the details of energy consumption:



POWER AND FUEL CONSUMPTION

Current Previous Year Year 2010 2009

1. Electricity :

(a) Purchased

Total amount Kwh in lakhs 39.31 40.99

Rs. in lakhs 249.08 272.23

Rs./Unit 6.33 6.64

(b) Own generation

Through diesel generator (LDO) Kwh 000 — —

Units per Itr. of diesel oil Kwh — —

Cost / Unit Rs. — —

2. Coal :

Quantity — Not Not Applicable Applicable

Total cost — Not Not Applicable Applicable

Average rate — Not Applicable Not Applicable

3. Furnace Oil :

Quantity K. Litres Not Applicable Not Applicable

Total amount Rs. in lakhs Not Applicable Not Applicable

Average rate Rs. K / Ltr. Not Applicable Not Applicable

4. Others :

L.S.H.S.

Quantity M. Tonnes Not Applicable Not Applicable

Total cost Rs. in lakhs Not Applicable Not Applicable

Average rate Rs. / M. Tonnes Not Applicable Not Applicable

B. TECHNOLOGY ABSORPTION :

Efforts made in technology absorption.

RESEARCH & DEVELOPMENT(R&D)

1. Specific areas in which R&D carried out by the company: No industrial activity, hence Not applicable

2. Benefits derived as a result of the above R&D- Not applicable

3. Future plan of action Not applicable

4. Expenditure on R & D (Rs. in lakhs)

(a) Capital —

(b) Recurring —

(c) Total —

(d) Total R&D Expenditure as a Percentage of total turnover —

TECHNOLOGY ABSORPTION AND ADOPTION

Company has already adopted many of latest technologies available in field of building construction such as:

Self climbing form work, concrete placer booms and self compacting concrete to meet challenges like noise pollution, extra labours are hired for vibration of concrete and which has also helped in saving electrical energy also.

Company has also taken care to ensure faster material handling; and hence deployed fastest available man and material hoists (almost 90-100 meters per minute speed).

Company has deployed clusters of cranes and has adopted best technology available for topless and Luffing Cranes. Company has adopted coupled splicing system for re-bars which has helped in consuming lesser steel.

Company is putting all the efforts to collect curing water and recycle the same. Company is also buying to collect flying cementitious material and make use of the same for non-structural walls.

Company is willing to keep on updating its technological data bank and use latest technology for comforts of product users and cost effectiveness.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports, initiatives taken to increase exports, developments of new exports markets for product and services and export plants. NIL

Total foreign exchange used and earned Used

Current Year Rs. 2,83,28,449

Previous Year Rs. 1,16,60,245

Earned

Current Year NIL

Previous Year NIL

Acknowledgements

Your Directors take this opportunity to thank the Companys customers, Shareholders, vendors, banks and financial Institutions for their continued support during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

Cautionary Statement

Some statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the Companys plan, projections and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board,

Shambhukumar S. Kasliwal

Chairman

Place : Mumbai

Date : 14th May, 2011

---

Dec 31, 2009

The Directors take great pleasure in presenting their 73rd Report on the business and operations of your Company along with the Annual Report and Audited Balance Sheet as at 31st December, 2009 and Profit and Loss Account and Cash Flow Statement for the year ended 31st December, 2009.

FINANCIAL HIGHLIGHTS

Your Company incurred a loss of Rs. 13,79,78,365 (Rupees Thirteen Crores Seventy Nine Lacs Seventy Eight Thousand Three Hundred and Sixty Five only) as compared to a loss of Rs. 9,61,51,252 (Rupees Nine Crores Sixty One Lacs Fifty One Thousand Two Hundred Fifty Two only)in the previous year. Highlights of the financial performance are as follows:

(In rupees)

Particulars Financial Financial Year Ended Year Ended December 31, 2009 December 31, 2008

Profit/(Loss) before interest & Depreciation (12,46,43,340) (2,76,08,716)

Less: Interest 76,564 3,36,914

Less: Depreciation & impairment 3,45,49,003 4,45,55,016

Profit/(Loss) before tax (15,92,68,907) (7,25,00,647)

Provision for Tax & Deferred Tax (2,12,90,542) 2,36,50,605

Profit/(Loss) after tax (13,79,78,365) (9,61,51,252)

Add: Balance brought forward from previous year 15,36,41,093 24,97,92,345

Profit/(Loss) available for appropriation 1,56,62,727 15,36,41,093

Appropriations :

Transfer to Reserve Fund General Reserve -- --

Dividend on Equity Shares -- --

Corporate Dividend Tax -- --

Balance carried forward 1,56,62,727 15,36,41,093

Dividend

In view of losses incurred during the year, your Directors do not recommend any dividend.

Business

The Company is in the business of real estate and textiles. Presently, the implementation of the residential project "Palais Royale" at its Worli estate, is underway and once this prestigious project is completed, the Company will get established as a leader in the real estate and construction industry.

Insurance

The building, site construction and electrical installation have been covered for all probable risks.

Subsidiaries

During the year under review:

a. Raghuveer Urban Constructions Company Private Limited (formerly Known as Raghuveer Urban Infrastructure Private Limited) was our subsidiary Company from 18.03.2009 to 24.09.2009;

b. SRM Sites Private Limited became subsidiary of the Company with effect from 24.08.2009;

c. Subsequently, after the closure of financial year the following Companies became wholly owned Subsidiary of the Company:

i. Raghuveer Suburban Infrastructure Private Limited with effect from 14.01.2010.

ii. Shree Ram Realinfra Ventures Private Limited with effect from 24.02.2010.

SRM Sites Private Limited is a material, non-listed subsidiary Company and all other companies are non- material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement entered into with the Stock Exchange.

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report; the Directors Report and financial statements as well as the Companys interest in the Subsidiary Company. Accordingly, all the above details pertaining to SRM Sites Private Limited have been annexed and form part of this report.

Fixed Deposits

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Directors

Mr. S. S. Kasliwal, Mr. A. A. Kasliwal and Mr. M. S. Kasliwal retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

During the year, Mr. S. S. Bhandari was appointed as Nominee Director of Punjab National Bank, at the Board Meeting held on 25th of September, 2009.

Auditors

M/s Habib & Co. and M/s Khandelwal Jain & Co. are the present Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

Directors Responsibility Statement

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

i. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate Report on Corporate Governance, along with a certificate of Practising Company Secretary, is annexed herewith. A certificate from the Whole Time Director and President & CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended December 31, 2009 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members is given in the Report. The scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

A. CONSERVATION OF ENERGY:

Since there was no industrial activity, the issue of measures taken for energy conservation does not apply. In any case, proposals for reduction of energy consumption are being implemented whenever applicable.

B. TECHNOLOGY ABSORPTION :

Efforts made in technology absorption.

FORM "B" RESEARCH & DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the company: No industrial activity, hence not applicable

2. Benefits derived as a result of the above R&D- Not applicable

3. Future plan of action Not applicable

4. Expenditure on R & D (Rs. in lakhs)

(a) Capital --

(b) Recurring --

(c) Total --

(d) Total R&D Expenditure as a Percentage of total turnover --

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

The Company has acquired technical know how for shuttering from MEVA Schalungs of Germany and for material handling from Konig Baumaschinen Vertieb of Germany. It is in the process of absorbing and adopting the same.

2. Benefits derived as a result of the above efforts, e.g. product improvements, cost reduction, product development, import of substitution, etc.:

The Company has achieved better finishing and faster material handling.

3. In case of imported technology following information may be furnished:

a) Technology imported : Shuttering, Material Handling

b) Year of import 2008

c) Has technology been fully absorbed No, in the process of absorption

d) If not fully absorbed, areas where this has not newer shape of formworks are taken place, reasons therefore and future plan being absorbed and are on expected of action to be completed by 2010.

Acknowledgements

Your Directors take this opportunity to thank the Companys customers, Shareholders, vendors, banks and financial Institutions for their continued support during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board,

Shambhukumar S. Kasliwal Chairman

Place : Mumbai

Date : 25th May, 2010