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
 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 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 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, 2012
The Directors are pleased to present the Twenty Second Annual Report
of your Company along with the Audited Accounts of the Company for the
year ended 31st March, 2012.
FINANCIAL RESULTS
During the year under review, your Company registered a Net Profit
after tax of Rs.869.12 Lac. The Summary of the operating results is as
under: -
(Rs. IN LAC)
Particulars 31.03.2012 31.03.2011
Gross Sales 72443.59 54423.52
Other Income 297.45 132.40
Total Income 72741.04 54555.92
Profit/(Loss) before
Financial Expenses, Depreciation 2468.01 2122.65
and Tax
Interest and Financial Expenses 1070.64 782.17
Profit before Depreciation & Tax 1397.37 1340.48
Depreciation 84.36 48.98
Profit/(Loss) before Tax 1313.01 1291.50
Provision for Tax
- Current 408.11 414.68
- Deferred Tax 18.03 22.32
- Tax on prior period incomes 17.75 -
Profit after Tax 869.12 854.50
Balance b/f from previous year 981.38 404.01
Appropriations:-
Proposed Dividend 201.02 201.02
Dividend Distribution Tax 32.61 33.38
Amount transferred to General Reserves 21.73 42.72
Amount carried to Balance Sheet 1595.14 981.38
Face Value of Equity Share (Re.) 1.00 1.00
Earnings Per Share
Basic & Diluted 0.43 0.43
OPERATIONAL PERFORMANCE
During the year under review, your Company has shown growth of 33.33%
by achieving the Gross Sales and other Income at Rs. 72741.04 Lacs as
against Rs. 54555.92 Lacs in the previous year. The Net Profit after
Tax (PAT) stood at Rs. 869.12 Lacs as against Rs. 854.50 Lacs in the
previous year.
Your Directors are pleased to recommend the Dividend of Re.0.10 per
Equity share of Re.1/- each for the year ended 31" M arch, 2012.
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. M
ahender Kumar Goyal and Sh. Shiv Mohan Gupta retire by rotation at the
forthcoming Annual General Meeting of the Company and being eligible
offer themselves for reappointment.
Sh. Jitender Kumar Garg has completed his term as whole-Time Director
& CFO on 10 March, 2012 . The Board placed on record its deep
appreciation for his outstanding leadership and for the growth of the
company, reappointed him as Whole- Ti me Director & CFO of the Company
for a further period of 2 (two) years with effect from 10 March, 2012
subject to the approval of the members at the ensuing Annual General
Meeting.
The tenure of Sh. Bishan Bansal as whole-Time Director is up to 31"
October, 2012. The Remuneration Committee and the Board of Directors
in their respective meetings held on 30th August, 2012 considered and
approved the reappointment of Sh. Bish an Bansal for a further period
of 3 (three) years with effect from 29th September, 2012 subject to
the approval of members at the ensuing Annual General Meeting.
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.
DE-LISTING OF SECURITIES
The Company has been voluntary delisted from Abmedabad Stock Exchange
Ltd. (ASE) under SEBI (Delisting of Equity Shares ) Regulations, 2009
w.e.f. 24.11.2011. Further, application for de-listing has also been
filed with Jaipur Stock Exchange Ltd. (JSE) and the same is under
process.
SUBSIDIARY COMPANIES
Your Company has the following Companies as its Subsidiaries:-
(i) SRS R eal 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 "A _ I" asnnnexure à I .
With reference to General Circular No: 2/2011 dated 08.02.2011 of
ministry of Corporate Affairs, Board of Directors in its meeting held on
17th April, 2012 has given their 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 Shareholder on request and will also be kept for
inspection by any Shareholder at the Registered Office of your
Company and that of the Subsidiary Companies.
Further, the under mentioned subsidiaries have been merged with SRS
Retreat S ervices Ltd. vide Honble High Court order dated 08.11.2011.
(i) B havani 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 C olonizers Pvt. Ltd.
(xii ) SPS Buildcon Ltd.
(xiii) SRS Manufacturers Pvt. Ltd.
AUDITORS Statutory Auditors
M/s. Naresh Jai & Associates, Chartered Accountants have expressed
their reluctance to continue as Auditor of the Company and M/s. Wa
lker, Chandiok & Co.; Chartered Accountants have expressed their
willingness to be appointed as Statutory Auditors of the Company for
the financial year 2012-2013
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.
Cost Auditors
The Board of Directors of the Company has appointed M/s. Ashok Kumar
& Associates, Cost Accountants for conducting the Cost Audit w. e. f.
1" April, 2012.
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.
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 M arch, 2012.
However, your Company has successfully launched its Fixed Deposit
Scheme on 20th April, 2012. And has collected Rs 7,04,94,000 as
deposit as on 30th August, 2012
PERSONNEL
There are no employees during the period drawing remuneration specified
under Section 217 (2-A) of the Companies Act, 1956. A s 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 projects.
- 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 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 MCB s 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 ensure 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
Yo ur 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
Place: Faridabad For SRS Real Infrastructure Ltd.
Date :30th August,2012
(Dr. Anil Jindal) (Jitender Kumar Garg)
Chairman & Managing Whole Time Director
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
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on SRS Real Infrastructure Ltd.
-
SRS Real Infrastructure Ltd. Tools
- Bulk Deals
- Block Deals
-
SRS Real Infrastructure Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
-
SRS Real Infrastructure Ltd. Key Financial Ratios
- Ratios
-
SRS Real Infrastructure Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
SRS Real Infrastructure Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
SRS Real Infrastructure Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
SRS Real Infrastructure Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
