shree ram urban infrastructure ltd Directors report

Dear Members,

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

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31^st March, 2017 is summarized below:

Your Company has incurred a loss of Rs. 49,74,19,409/- (Forty Nine Crores Seventy Four Lacs Nineteen Thousand Four Hundred Nine Only) in the year ended 31^s1 March, 2017. For the Year ended 31^st March, 2016 your Company had incurred a loss of Rs. 24,69,10,094/- (Twenty Four Crores Sixty Nine Lacs Ten Thousand Ninety Four Only).

		(In Rupees)
	Year ended	Year ended
Particulars	31s1 March, 2017 (01.04.2016 to 31.03.2017)	31s March, 2016 (01.04.2015 to 31.03.2016)
Profit/(Loss) before interest and depreciation/impairment	(48,77,23,658)	(23,46,75,646)
Less: Interest	88,83,134	1,14,47,083
Less: Depreciation/impairment	8,12,617	7,87,365
Profit/(Loss) before tax	(49,74,19,409)	(24,69,10,094)
Provision for Tax/Deferred Tax	NIL	NIL
Profit/(Loss) after tax	(49,74,19,409)	(24,69,10,094)
Add: Balance brought forward from previous year	(75,81,56,422)	(50,54,95,675)
Add: Adjusted on account of depreciation as per Schedule II of the Companies Act, 2013	NIL	(57,50,653)
Profit/(Loss) available for appropriation	(1,25,55,75,831)	(75,81,56,422)
Appropriations:
Transfer to Reserve Fund/
General Reserve	-	-
Dividend on Equity Shares	-	-
Corporate Dividend Tax	-	-
Balance carried forward	(1,25,55,75,831)	(75,81,56,422)

2. DIVIDEND

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

3. RESERVES

Dear Members,

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

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31 " March, 2017 is summarized below:

Your Company has incurred a loss of Rs. 49,74,19.409/- (Forty Nine Crores Seventy Four Lacs Nineteen Thousand Four Hundred Nine Only) in the year ended 31 " March, 2017. For the Year ended 31"March, 2016 your Company had incurred a loss of Rs. 24,69,10,094/- (Twenty Four Crores Sixty Nine Lacs Ten Thousand Ninety Four Only).

		(In Rupees)
	Year ended	Year ended
	31" March, 2017	31" March, 2016
Particulars	(01.04.2016 to	(01.04.2015 to
	31.03.2017)	31.03.2016)
Profit/(Loss) before interest and depreciation/impairment	(48,77,23.658)	(23,46,75,646)
Less: Interest	88,83,134	1,14,47,083
Less: Depreciation/impairment	8,12,617	7,87,365
Profit/(Loss) before tax	(49,74,19,409)	(24.69,10,094)
Provision for Tax/Deferred Tax	NIL	NIL
Profit/(Loss) after tax	(49,74,19,409)	(24,69,10,094)
Add: Balance brought forward from previous year	(75,81,56,422)	(50.54,95,675)
Add: Adjusted on account of depreciation as per Schedule II of the Companies Act, 2013	NIL	(57,50,653)
Profit/(Loss) available for appropriation	(1,25,55,75,831)	(75,81,56,422)
Appropriations: Transfer to Reserve Fund/ General Reserve
Dividend on Equity Shares	-	-
Corporate Dividend Tax	-	-
Balance carried forward	(1,25,55,75,831)	(75,81,56,422)

2. DIVIDEND

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

3. RESERVES

4. BUSINESS:

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

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

5. CORPORATE SOCIAL RESPONSIBILITY

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

6. CHANGES IN THE NATURE OF BUSINESS

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

7. PUBLIC DEPOSITS

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

9. MATERIAL CHANGES AND COMMITMENTS

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

10. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

a) SRM Sites Private Limited

b) Raghuveer Suburban Infrastructure Private Limited

c) Shree Ram Realinfra Ventures Private Limited

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTOR

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

14. EXTRACT OF ANNUAL RETURN

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

15. NUMBER OF BOARD MEETINGS

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

16. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

17. NOMINATION AND REMUNERATION COMMITTEE

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

18. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

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

19. BOARD EVALUATION

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

20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

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

21. AUDIT COMMITTEE

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

22. RISK MANAGEMENT

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

23. SECRETARIAL AUDITOR

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

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

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

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

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

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

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

27. INTERNAL FINANCIAL CONTROLS

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

30. STATUTORY AUDITORS

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

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

31. EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

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

32. COST AUDITORS

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

33. GENERAL DISCLOSURES

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

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS

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

(B) ISSUE OF SWEAT EQUITY SHARES

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

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

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

34. ACKNOWLEDGEMENTS

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

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

	For and on behalf of the Board
	Shambhukumar S. Kasliwal
Place : Mumbai	Chairman
Date : 27" May, 2017	DIN:00555161

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)

Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements ortransactions not at Arms length basis.

Sr. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	NIL
b)	Nature ofcontracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transactio
d)	Salient terms of the contracts or arrangements or transaction including the value, ifany
e)	Justification for entering into such contracts or arrangements or transactions
f)	Date of approval by the Board
g)	Amount paid as advances, ifany
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arms length basis.

Sr. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	NIL
b)	Nature ofcontracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, ifany
e)	Date of approval by the Board
f)	Amount paid as advances, ifany

#SARStart#

SECRETARIAL AUDIT REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31. 2017

[Pursuant to section 204(1) of the Companies Act. 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Shrcc Ram Urban Infrastructure Limited

I have conducted tne secretarial aucit of the comp iance of applicable statutory provisions and the adherence to good corporate practices by Shree Ram Urban Infrastructure Limited (Hereinafter called "the Company"). Secreta-ial Audit was cone ucted in a manner that pnovices me a reasonable basis for evaluati ng the corporate conducts/statutory compliances and expressing my opinion tnereon.

Rased nn my verification of the hooks papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided hy the Company, its officers, agents and authorized representatives during trio conduct of secretarial audit, I hereby report that in my opinion, the Company during the audit period covering the financial year ended on March 31,2017 lias prime facie complied with the statutory provisions listed hereunder and also that die Company lias proper Boad-proeesses and compliance-mechanism in place to the extent, in file mariner and subject to die reporting made hereiriatter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on Marcli 31,2017 according to the provisions of:

(i) The Companies Act. 2013 (the Act) and therjles made there under;

(ii) The Securities Contads (Regulation) Act, 1956 (SCRA¹) and the rules made there urder;

(ill) The Depos tories Act, 1996 and the Regulations ard Bye-laws framed there under;

(iv) Fore gn Exchange Management Act, 1999 & the rules &regulat ons made there under tc tie extent of Foreign Direct Investment. Overseas Directlnvestrrant& External Commercial Borrowings-Not Applicable during the a jdil period:

(v) Trie following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act 1992 (SEBI Act):-

(a) The Securities and Exchange Board ot India (Substantial Acquisition el Shares and Takeovers) Regulations 2011;

(b) The Securities and Exchange Boarc of India (Prohibition of Insider Tracing) Regulations, 2015:

Though the following laws are prescribed in the format of Secretaria Audit Report by trie Government, trie same were not applicaole to the Company for the financial year ended 31st March, 201 Zita) The Securities and Exchange Boarc of India (Share Based Emp oyee Benefits) Regulations. 2014;

(b) The Securities & Exchange Board of India (Issue & listing of Debt securities) Regulations, 2008:

(c) The Securities and Exchange Board ol India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(d) The Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:

(e) The Securities & Exchange Board of India (Buyback of Securilies) Regulations. 19G8:

(f) The Securities Anc Exchange Board of Ind a (Issue of Capita & Disclosure Requirements ) Reg ulations, 2009;

(vi) Based on the reoresentat on given by the Management of the Company, it s observed that there are no such laws which are specifically applicable to the business of the Company. It is confirmed oy the Management that the Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

(vii) I have also examined compliance with theapplicable clauses of the following:

(a) The Listing agreements entered into by the Company with Stock Exchanges read with Securities and Exchange Beard of India (Listing obligat ons and Disclosure Requ ements) Regulations, 2015

(b) Secretarial Standards 1 & 2 issued Oy the Institute o( Company Secretaries of India

I. I further report that as mentioned in Note No. 43 to the standalone financial statements, the Company received an order on fire refuge area passed by the Municipal Corporation of Greater Mumbai (MCGM) dt.31.08.2016 against which NGO, Janhit Manch has filed Public Interest Litigation (PIL) in the Honble Bombay High Court and the court has restrained the Municipal Commissioner from acting on the fire refuge order. Further, the MCGM has passed an order on regularisation of the Public Parking Lot fixing premium/regularisation charges. The Companys SLP is also pending before the Apex Court against the order of Honble Bombay High court dt. 27-01 -2016. Consequently, till the outcome of the judgement from Apex Court, we are unable to comment upon the financial impact of the same on the financial statements over and above the premium/ regularisation charges confirmed by MCGM.

II. I further report that as mentioned in Note No. 45 tothe standalone financial statements in respect of pending winding up petitions against the company and the matters being subjudice, the company is taking necessary steps for settlement.

III. I further report that as per the statutory auditors report undisputed statutory dues including Tax Deducted at Source. Interest on Tax deducted at source, Service Tax, Property Tax, Custom Warehouse Rent and Interest on Custom Duty have not been regularly deposited with the appropriate authorities and there have been delays in many cases.

During the period urder -eview the Company has prima face complied with the provisions of the Act Rules, Regulations. Guidelines, Standards, etc mentioned above.

I further report th at I rely on statutory a editors reports ^;n relation to the financial statements, qualifications and accuracy of financial figures for Value Added Tax, Related Party Transactions. Provident Fund. ESIC, FERAetc. as disclosed under financial statements and I havenot verified the correctness and appropriateness of tire books of accounts ol Ihe Company

I further report that the board of directors of Ihe company is duly constituted with proper balance of Executive Directors, Non-Executive Directors & Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried outin compliance with the prov sions of the Act.

I further report that as per Ihe information p-ovided prima facie adequate notice is given to all directors to schedule the Board Meetings, agenda A detailed notes on agenda were sent at least seven days in advance & a system exists for seeking & ootaining further information & clarifications on agenda items before the meeting & tor meaningtul participation at the meeting.

I further report that as pe the information provided majority decision is carried through while Ihe dissenting members views are captured & recorded as part othe minutes.

I further report that there are prima facie adequate systems & processes in the company commensurate with the size & operations of the company to monitor & ensure compliance with applicable laws, rules, regulations & guidelines.

I further report that the management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers/records required by the concerned authorities and internal control of the concerned department.

I further report that during the audit period the Company has no specific events like Public/Right/Preferential issue of shares/debentures/sweat equity etc. except that the modification in the terms of debentures by enhancing the tenure for repayment of principal and interest and reduction of the interest rate from 20.20% to 0.01 %.

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations. Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the Management has conducted the affairs of the company.

Place: Mumbai	Vlrendra Bhatt
Date : 27,h May, 2017	ACS No-1157
	COP No-124

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr. No.	Requirements	Disclosures
(I)	the ratio ofthe remuneration of each directorto the median remuneration ofthe employees ofthe company for the financial year; Name ofthe directors with category: Mr. Vikas Kasliwal - Vice Chairman and CEO	4.19
	Mr. S.K.Luharuka - WholeTime Director Note: Mr. Vikas Kasliwal, Vice Chairman and CEO and Mr. S.K.Luharuka, Whole Time Director are in receipt of remuneration	3.78
(ii)	the percentage increase in remuneration of each director, chief financial officer, chief executive officer, company secretary during financial year.	There is no increase in remuneration.
(iii)	the percentage increase in the median remuneration of employees in the financial year;	NIL
(iv)	the number of permanent employees on the rolls ofthe company;	14 (Fourteen)
(v)	average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial yearand 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;	There is no increase in remuneration.
(Vi)	affirmation that the remuneration is as per the remuneration policy of the company.	Yes

A. CONSERVATION OF ENERGY:

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

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

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

	FORM "A"
POWER AND FUEL CONSUMPTION
		Yearended 2017 (01.04.2016 to 31.03.2017)	Yearended 2016 (01.04.2015 to 31.03.2016)
1. Electricity:
(a) Purchased
Total amount	Kwh in lakhs	140.408	115.878
	Rs. In lakhs	162.86	132.40
(b) Own generation	Rs./Unit	11.60	11.42
Through diesel generator (LDO	Kwh 000	-	-
Units per Itr. of diesel oil	Kwh	-	-
Cost/Unit	Rs.	-	-
2. Coal:
Quantity	-	Not Applicable	NotApplicable
Total cost	-	Not Applicable	NotApplicable
Average rate	-	NotApplicable	NotApplicable
3. Furnace Oil:
Quantity	K Liters	Not Applicable	NotApplicable
Total amount	Rs. In lakhs	NotApplicable	NotApplicable
Average rate 4. Other:	Rs.K/Ltr.	NotApplicable	NotApplicable
L.S.H.S.
Quantity	M. Tonnes	NotApplicable	NotApplicable
Total cost	Rs. In lakhs	NotApplicable	NotApplicable
Average rate	Rs./M. Tonnes	NotApplicable	NotApplicable

B. TECHNOLOGY ABSORPTION :

Efforts made in technology absorption.

FORM "B"

RESEARCH & DEVELOPMENT (R&D)

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

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

2. Benefits derived as a result of the above R&D	NotApplicable
3. Future plan of action	NotApplicable
4. Expenditure on R&D	(Rs. In lakhs)
(a) Capital	...
(b) Recurring	...
(c) Total	...
(d) Total R&D Expenditure as a percentage of total turnover	...

TECHNOLOGY ABSORPTION AND ADOPTION

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

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

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

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

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports, initiatives taken to increase exports, development of new exports market for products and services and exports plants	NIL
Total foreign exchange used and earned
Used (Includes Advance Given)
Current Year	Rs. 23,08,270
Previous Period	Rs. 47,40,057
Earned (Includes Advance Received)
Current Year	Rs. NIL
Previous Period	Rs. NIL

#SAREnd#

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY DEVELOPMENTS

The Real Estate Industry continues to reel under the recessionary period which has been underway for over 4 years now. The resultant financial crunch has led to very high interest costs and non availability of adequate funding. However, since the past few months, the Government has been focusing on "affordable housing" with the motive of providing housing for all by 2022. This is expected to give a big fillip to the sector. However, it is to be seen how much time it will take for the sector to achieve a turn around.

RERA has been made applicable from May 2017 and this will usher in wide ranging changes in the way business is conducted in Real Estate. The level of transparency will go up and working will become more stream-lined. This augurs very well for your company since it will boost the corporate culture in the Real estate sector.

OPPORTUNITIES AND THREATS

OPPORTUNITIES:

The Government has laid down the target of providing housing for all by 2022. Financing at cheaper and subsidized rates are also being made available for this initiative. This will give a significant boost to the entire sector, and as effects start trickling down, all projects will pick up and several new opportunities will present themselves to "corporate entities".

THREATS:

Other than affordable housing, the cost of capital for the sector continues to be extra-ordinarily high and this is a big deterrent to the success of the real estate projects. This cost is unlikely tocome down in the nearfuture.

ENVIRONMENTAL IMPACT

The Companys maiden project Palais Royale was the first tall building in the country to get a pre certified LEEDS platinum rating reflecting the high level of commitment of the company to maintaining the environment. In time to come, the company will bring to bear this knowledge and experience to have a positive environmental impact on the projects it takes up in future.

RESEARCH & DEVELOPMENT

The Company is doing R&D to bring about cost reductions in affordable housing and this could give it an edge in the field as and when it takes up.

RISKS & CONCERNS

Its is expected that with the advent of RERA, the arbitrary and inconsistent approach on the part of authorities to make changes in regulations will reduce substantially. This will eliminate a major risk and source of concern. High cost of capital to be a very high area of concern for the sector.

INTERNAL CONTROL SYSTEM

The Company has well defined organization structure, documented policy guidelines, pre-defined authority levels, and an extensive system of internal controls to ensure optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance of applicable laws and regulations. The internal control is supplemented by an extensive programme of internal and external audits and periodic review by the management. The system is designed to adequately ensure that financial and other records are reliable for presenting financial information and other data and maintaining accountability of assets.

HUMAN RESOURCES

Your Company firmly believes that success of the Company comes from good human resources. Employees are considered as important assets and key to its success. The Company has been constantly reviewing its HR policies and practices to keep abreast with the market changes and has embarked upon several initiatives to focus on creating a positive work environment that provides employees with ample growth and development opportunities as well as ensuring higher level of motivation and engagement.

CONSERVATION OF ENERGY

The Company has been taking steps to conserve energy and to promote the use of non-conventional energy in its ongoing project. It has installed trial windmill as well as solar heating equipment in this direction.

FINANCIAL PERFORMANCE:

FINANCIAL RESULTS:

This is summarized as follows:

		(Rs. In Crores)
Particulars	Financial Year ended 31.03.2017	Financial Year ended 31.03.2016	Change
Turnover	75.24	104.30	(29.06)
Profit/(loss) before interest, tax and depreciation	(48.77)	(23.47)	(25.3)
Net profit/(loss)	(49.74)	(24.69)	(25.05)

INFORMATION TECHNOLOGY

The Company is using latest information technology including 3D technology in its engineering as well as project implementation systems.

CAUTIONARY STATEMENT

Some of the statements in this Report on the Companys objectives, projections, estimate and expectations may be forward looking statements. Actual results might differ substantially or materially from those expressed or implied. Much will be dependent on downtrend or upward trend in industry, significant changes in political and economic environment in India and abroad, tax laws, import duties, litigation and labour relations.

#MDEnd#

#CGStart#

REPORT ON CORPORATE GOVERNANCE

1. COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE:

The Company has worked with a philosophy and mission of good governance in every field. The Company believes that the Corporate Governance code will enhance the growth and benefit to all the stakeholders. The Companys philosophy on Corporate Governance enshrines the goal of achieving the highest levels of transparency, accountability and equity in all spheres of its operations and in all its dealing with the Shareholders, Employees, the Government and other parties.

2. BOARD OF DIRECTORS:

The Board of Directors guide direct and oversee the management and protects long term interest of shareholders, employees and the society at large. The Board also ensures compliance of the applicable provisions and code of ethical standards wherever the Company and its subsidiaries are concern.

2.1 COMPOSITION OFTHE BOARD OF DIRECTORS (AS ON 31" MARCH, 2017)

Name of the Directors	Position	Relationship with other Directors	Executive/Non-Executive/ Independent
Mr. S. S. Kasliwal	Chairman	Father of Mr. Vikas S. Kasliwal Grandfather of Mrs. Dhvani Kaul	Promoter, Non-Executive
Mr. Vikas S. Kasliwal	Vice-Chairman & CEO	Son of Mr. S. S. Kasliwal Father of Mrs. Dhvani Kaul	Promoter. Executive
Mr. S. K. Luharuka	Whole-Time Director	None	Executive
Dr. 0. P. Chawla#	Director	None	Non-Executive - Independent
Mr. Lalit Mohan	Director	None	Non-Executive - Independent
Mr. S.P. Banerjee*	Director	None	Non-Executive - Independent
Mr. N.K. Sethi	Director	None	Non-Executive - Independent
Mrs. Dhvani Kaul*	Director	Granddaughter of Mr. S. S. Kasliwal Daughter of Mr. Vikas S. Kasliwal	Promoter. Non - Executive
Mr. R.N. Jha**	Director	None	Non-Executive - Independent

None of the Directors are disqualified for appointment under Section 164(2) of Companies Act, 2013. 2.2 REMUNERATION TO NON-EXECUTIVE DIRECTORS (AS ON 31" MARCH, 2017):

Name of the Directors	Sitting Fees & Others (Rs.)
Mr. S. S. Kasliwal	25.000
Dr. 0. P. Chawla#	10,000
Mr. Lalit Mohan	65.000
Mr. S.P. Banerjee*	50,000
Mr. N.K. Sethi	45.000
Mrs. Dhvani Kaul*	20,000
Mr. R.N. Jha"	5000
Total	2,20,000

Sitting fees constitute fees paid to Non-Executive Directors for attending Board and Committee Meetings.

2.3 MANAGERIAL REMUNERATION (AS ON 31^s MARCH, 2017):

SI. No.	Particulars of Remuneration	Mr. Vikas Kasliwal- Vice Chairman and CEO	Mr. S.K.Luharuka- WholeTime Director	In Rupees Total Amount
1.	Gross Salary
	(a). Salary as per provisions contained in Section 17(1 ) of the Income-tax Act, 1961	21,00,000	21,87,292	42,87,292
	(b). Value of perquisites u/s 17(2) Income-tax Act, 1961	3,22,794	2,03,774	5,26,568
	(c). Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-
2.	Stock Option	NIL	NIL	NIL
3.	Sweat Equity	NIL	NIL	NIL
4.	Commission
	-As % of Profit	NIL	NIL	NIL
	- Others specify	NIL	NIL	NIL
5.	Others, please specify
	Telephone expense, Provident Fund, Gratuity	4,20,008	3,00,735	7,20,743
	Total	28,42,802	26,91,801	55,34,603
	Ceiling as pertheAct	-	-	-

2.4 SHAREHOLDING OF THE DIRECTORS:

SHAREHOLDING OF THE DIRECTORS AS ON 31^st MARCH, 2017:

Name of the Directors	No. of Equity Shares held	% Holding
Mr. S.S. Kasliwal	50,000	0.12
Mr. Vikas S. Kasliwal	4,48,000	1.09
Mr. S. K. Luharuka	NIL	NIL
Dr. O. P. Chawla#	NIL	NIL
Mr. Lalit Mohan	NIL	NIL
Mr. S.P.Banerjee*	NIL	NIL
Mr. N. K. Sethi	NIL	NIL
Mrs. Dhvani Kaul*	NIL	NIL
Mr. R.N. Jha**	NIL	NIL
Total	4,98,000	1.21

2.5 ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND AT THE SEVENTY NINETH ANNUAL GENERAL MEETING:

Name of the Directors	Number of Board Meetings held during the year ended 31.03.2017	Number of Board Meetings attended during the year ended 31.03.2017	Attendance at the Seventy Ninety General Meeting Annual
Mr. S.S.Kasliwal	5	5	Present
Mr. Vikas S.Kasliwal	5	4	Not Present
Mr. S. K. Luharuka	5	5	Present
Dr. 0. P. Chawla#	5	1	Not Present
Mr. Lalit Mohan	5	5	Present
Mr. S.P.Banerjee*	5	4	Present
Mr. N.K. Sethi	5	5	Present
Mrs. Dhvani Kaul*	5	4	Not Present
Mr. R.N.Jha*	5	1	NA

2.6 DIRECTORSHIPS AND COMMITTEE MEMBERSHIPS OF DIRECTORS IN OTHER COMPANIES (AS ON 31^st MARCH, 2017)

Name of the Directors	No. of Directorships	No. of Committee Memberships
	in other Companies	in other Companies
		Chairman	Member
Mr. S. S. Kasliwal	NIL	NIL	NIL
Mr. Vikas S. Kasliwal	NIL	NIL	NIL
Mr, S. K. Luharuka	NIL	NIL	NIL
Mr. Lalit Mohan	NIL	NIL	NIL
Mr. N. K. Sethi	NIL	NIL	NIL
Mr. S.P.Banerjee	1	2	1
Mrs. Dhvani Kaul	NIL	NIL	NIL
Mr, R.N.Jha**	3	2	2

The above list of directors does not include Dr. 0. P. Chawla since he has resigned from Ihe Board of the Company w.e.f. 30"July 2016.

The above information includes Chairmanship/ Membership in Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of Public Limited Companies, whether listed or not.

2.7 NUMBER, DAY, DATE AND VENUE OF THE BOARD MEETINGS HELD DURING THE YEAR ENDED 31^st MARCH, 2017

Sr. No.	Day	Date	Venue
1	Friday	29,h April, 2016	Registered office
2	Tuesday	17" May, 2016	Registered office
3	Saturday	131August, 2016	Registered office
4	Monday	14" November, 2016	Registered office
5	Saturday	11h February, 2017	Registered office

Five Board meetings were held during the year ended 31" March, 2017.

2.8 REVIEW OF COMPLIANCE REPORT BY THE BOARD OF DIRECTORS

A Compliance Certificate confirming the due compliance with the statutory requirements are placed at the Board Meetings for the review by the Board of Directors. A system of ensuring material compliance with the laws, orders, regulations and other legal requirement concerning the business and affairs of the Company is in place.

2.9 CODE OF CONDUCT

In compliance with Regulation 26(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The code is applicable to the members of the Board, the executive officers and all employees of the Company. The said code is available on the Companys websitehttp://www.shreeramurban.co.in/ investorsCentre.html

All the Board Members and Senior Management Personnel have affirmed their compliance to the Code of Conduct. A declaration to this effect signed by the Whole Time Director of the Company is annexed as Annexure -1.

3. AUDIT COMMITTEE:

3.1. CONSTITUTION OF AUDIT COMMITTEE:

The present Audit Committee comprises of following two Non - Executive and independent Directors viz. S.P.Banerjee and Mr. Lalit Mohan and one Executive Director viz. Mr. S.K. Luharuka. Mr. Lalit Mohan is the chairman of the Aud it Committee.

Mr. Satish Kumar Prajapati, Company Secretary & Compliance Officer acts as the Secretary to the Committee.

3.2. MEETINGS OF AUDIT COMMITTEE:

During theyear ended 31" March, 2017, four meetings of the Audit Committee were held on 16.05.2016, 12.08.2016, 14.11.2016 and 10.02.2017. The attendance of the Audit Committee Members is given hereunder:-

Name of the Members	Designation	Number of Meetings held during the year ended	Number of Meetings attended during the year ended
		31sMarch, 2017	31 "March, 2017
Dr. O. P. Chawla#	Chairman	4	1
Mr. Lalit Mohan	Member/ Chairman	4	4
Mr. S.K. Luharuka	Member	4	4
Mr. S.P.Banerjee*	Member	4	3

Dr. 0. P. Chawla resigned from the Audit Committee of the Company w.e.f. 30" July, 2016 Subsequently Mr. Lalit Mohan is appointed as a Chairmen of the Committee.

3.3. POWERSOFTHEAUDITCOMMITTEE:

. To investigate any activity within its terms of reference.

- To seek information from any employee.

- To obtain outside legal or other professional advice.

- To secure attendance of outsiders with relevant expertise, if it considers necessary.

3.4. TERMS OF REFERENCE OF THE AUDIT COMMITTEE:

Overseeing of Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

- Recommending to the Board, the appointment, re-appointment of the Statutory Auditor and the fixation of audit fees.

- Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

- Reviewing with the management, the annual financial statements before submission to the Board for approval with particular reference to:

O Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(C) of the Companies Act, 2013;

o Changes, if any, in accounting policies and practices and reasons for the same;

o Major accounting entries involving estimates based on the exercise of judgment by management;

O Significant adjustments made in the financial statements arising out of the audit findings;

o Compliance with listing and other legal requirements relating to financial statements;

o Disclosure of any related party transactions;

O Qualifications in the draft audit report.

- Reviewing with the management, quarterly financial statement before submission to the Board for approval.

- Reviewing with the management, the statement of uses/application of funds raised through an issue (Public Issue, Rights Issue, Preferential Issue, etc.), the statement of funds utilized for purposes other than those stated in the Offer document/Prospectus/Notice and the report submitted by the monitoring Agency monitoring the utilization of proceeds of the Public or Rights Issue, and making appropriate recommendations to the Board to take up step in this matter.

- Reviewing with the management, the performance of Statutory and Internal Auditors, adequacy of the internal control systems. ^-

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

- Discussion with the InternalAuditors, ofanysignificantfindingsandfollowupthereon.

- Reviewing the findings of any internal investigations by the Internal Auditors into the matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Discussions with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- To look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

- To review the functioning of the whistle blower mechanism, in case same is existing.

- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE:

4.1. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:

The Company has a "Nomination and Remuneration Committee" to determine the companys policy on specified remuneration packages for Executive Directors. The present "Nomination and Remuneration Committee" comprises of Mr. N. K. Sethi, S. P. Banerjee and Mr. Lalit Mohan. Mr. N. K. Sethi is a Chairman of the "Nomination and Remuneration Committee".

4.2. MEETING OF NOMINATION AND REMUNERATION COMMITTEE:

Name of the Members	Designation	Number of Meetings held during the yearended	Number of Meetings attended during the yearended
		31" March, 2017	31"March, 2017
Mr. N. K. Sethi	Chairman	3	3
Dr. 0. P. Chawla#	Member	3	1
Mr. Lalit Mohan	Member	3	3
Mr. S.P.Banerjee"	Member	3	2

4.3. TERMS OF REFERENCE OFTHE NOMINATION AND REMUNERATION COMMITTEE:

The role of the Nomination and Remuneration Committee includes the following:

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to the remuneration of the directors, key Managerial Personnel and other Employees;

- Formulation of criteria forevaluation of independent directors and the Board;

- Devising a policy on Board Diversity;

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. ^-

- Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

4.4 BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual

directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after

seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. The provision of an appropriate induction for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise. The details of familiarization are available on the Companys website

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

5.1. CONSTITUTION OFTHE STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a "Stakeholders Relataionship Committee" of Directors to look into the redressal of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, etc. The Company has also been enlisted in the new SEBI Compliant Redressal System (SCORES) enabling the investors to register their complaints, if any, for speedy redressal.

The present "Stakeholders Relationship Committee" comprises of Mr. Lalit Mohan, Mr. S.K. Luharuka and Mr. N.K.Sethi. Mr. Lalit Mohan is a Chairman of the "Stakeholders Relationship Committee". The Committee regularly met to effect transfer of shares and there are no pending cases for transfer.

5.2. COMPLIANCE OFFICER:

Mr. Satish Kumar Prajapati is the Company Secretary & Compliance Officer of the Company.

5.3. SHAREHOLDERS COMPLAINTS:

During the year ended 31" March, 2017 there were no compliant received from the shareholder.

Agroup of Investors has filed a Company Petition NO.45/397-398/CLB/MB/2009 with CLB dated 27 July, 2009 which is pending.

NOTES

* Mr. S. P. Banerjee and Mrs. Dhvani Kaul appointed in the Board of the Company w.e.f. 29 April. 2016.

# Dr. 0. P. Chawla resigned from the Board of the Company w.e.f. 30 July, 2016.

** Mr. R. N. Jha appointed in the Board of the Company w.e.f. 14" November, 2016.

6. GENERAL BODY MEETINGS:

LOCATION ANDTIIVIE OFGENERAL MEETINGS HELD IN LAST 3 YEARS:

AGM/EOGM	Date	Time	Venue	Special Resolutions
AGM	27.06.2014	1.00 a.m.	Sunville9,Anrie BesantRoad, Worli, Mumbai 400 018	Reappointment of Mr. S K Luharuka .Whole-Time Director for a Period of 3 years. Re-appointment of Goldmount Advisors for a period of 2 years and 3 months.
AGM	22.05.2015	1.00 a.m.	Sunville9,Anrie BesantRoad, Worli. Mumbai 400 018	Reappcintmentof Mr. Vikas Kasliwal as Vice-Chairman and CEO fora period of 5 years
AGM	30.07.2016	1.00 a.m.	Sunvillefl.Annie BesantRoad, Worli. Mumbai400018	Reappcintmentof Mr. S.K. Luharuka .Whole-Time Director for a Period of 5 years.

7. SUBSIDIARIES:

SRM Sites Private 1 imited a Subsidiary Company, is a material unlisted ndian Subsidiary whose turnover or net worth ;i.e p3id-up capital and free reserves; exceeds 20% of the consolidated turnover or net wort respectively, of the I isted I Inkling Company

Raghuveer Suburban Infrastructure Private Limited and Shree Ram Real nfra Ventures Private Limited is non material, unlisted Indian Subsidiary.

The Company monitors the performance ot its Subsidiaries as per requirements of Regulation 24 of Secunties Exchange Board of India (Lislirig Obliyat oris and Disclosure Requirements) Regu at ons, 2015

8. DISCLOSURES:

A) Ti the Related Parly transactions aie ^rev ewed in quarterly meetings or the Audit Committee. These are staled under Note No. 34 forming part of the accounts for the year ended 31" March, 2017. The policy on related party transactions is available on the Companys website

B) The Company has established a vigil mechanism tor directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of parson who use vigil mechanism and also provide direct access :o Chapman of the Audit Committee n appropriate and exceptional cases. The said policy is available on lh8 Companys website

C) The policy on determining Material Subsidiary is available on the Companys wees te httpVtwwv/.shreeramurban.co.inflnvestorsCentre.htmil

D) Disclosure ol Accounting Treatment: I he Company has followed the Guidelines o* Accounting Standards laid down by the Companies (Accounting Statements) Rules, 2006 in preparation of its Financial Statements

E) Management Discussion and Analysis: Manegement Discussion and Analysis ‘orms part ctheAnnual Report. It is incorporated in ;he Annual Report.

9. MEANS OF COMMUNICATION:

T ne Audit Committee, in its meeting, considers the financial results of the Company and recommends it to the Board of Direcrors fortheir approval. The finarcial results, as taken on recorc by the Board of Directors, are communicated to the Bombay Stock Exchange where the Share3 of the Company are listed, in accordance with the directive of

regulatory authorities in this regard These quarterly and annual results are also published in widely circulated newspapers (Free Press Journal in English & Nav Shakti in Maathi) ss per the guidelines issued trorr time totime.

10. CERTIFICATION BY WHOLE-TIME DIRECTOR AND SENIOH PRESIDENT (FINANCE) & CFO:

Mr. 3 K. Luharuka, Whole-Time Director and Mr. N. K. Modan , Senior President (Finance) & CFO, have issued a Certitcate to the Board a3 prescribed urder Reguation 17(8) ot Securities Exchange Board ot India (Listing Obigations and Disclosure Requirements) Regulations. 2015. The said Certificate was placed before Ihe Board Meeting neld on27" May, 2017. in which the Accounts -or the financial year enoed 31* March, 2017 were consicered and acpro/ed by the Boad of D rectos. The said certificate is annexed as Annexure - 2.

11. AUDITORSCERTIFICATE ON CORPORATE GOVERNANCE:

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regu ations, 2015, the auditors certificate on corporate governance is annexed as An nexure 3.

12. GENERAL SHAREHOLDERS INFORMATION:

12.1 EIGHTEENTH ANNUAL GENERAL MEETING - DAY, DATE, TIME AND VENUE

Day	Saturday
Date	5" August, 2017
Time	11:00 A.M.
Venue	‘Sunville, 9 Dr. Annie Beaant Road, Worli, Mumbai -400 018

12.2 FINANCIAL YEAR:

Financial year of the Company is V April to 31" March.

12.3 DATES OF BOOK CLOSURE (BOTH DAYS INCLUSIVE):

From : I*August, 2017 To . 5^TAugust207

12.4 LISTING ON STOCK EXCHANGE:

The Companys Equity Shares are listed on the following Stock Exchange:

Rnmhay Stock exchange Limited (BSC) Phiroze JeejeebhoyTcwers, DalalStreet Mumbai-400001

The Company has paid upto date listing fees to Bombay Stock Exchange. 12.5 STOCKCODE:

Scrip Code:	ISINNo.:
Ecuity : 503205	Eguity : INE154H01011

BSE PRICE DATA

The monthly High and Low share prices during the period at BSE are as under;

Months		High (Rs.)	Low(Rs.)
April	2016	6370	35 50
May	201G	63.00	50.00
June	2016	79.00	50.10
July	2016	72.50	30.00
Ajgjst	2016	65.00	58.10
September	2016	66.00	58.00
October	2016	69.00	58.00
November	2016	6370	51 00
December	2016	64.00	55.00
January	2017	70.00	56.05
February	2017	70.00	60.30
March	2017	68.50	50.00

12.6 REGISTRAR AND SHARETRANSFER AGENT

Name BigShareSeivicesPvl Ltd.

Address E-2.3Ansa Industrial Estate,

Sakivihar Road, Sakinaka,

AnCheri (E), Vlu-nbai - 400 072.

Tel : +91-22-40430200

Fax : +91-22- 2847520/

E-mail : Lalo@i;iasiiarcdniinc,ccm

12.7 SHARE TRANSFER SYSTEM:

Shares held in the dematerialized ‘000 are electronically traded in the depositories. Tne Registrar and Share Transfer Agent of the Company, viz. Big Share Services Pvt. Ltc., periodically receives the beneficial holdings data from the depository so as to enab the them to update their records and to send all corporate communications. Physical Shares received or dematerialization are processed and completed within a period of 21 days front the date of receipt provided they are in erder in every respect Bad deliveries arc immediately returned to depository participants uncer advice to the Shareholders within the aforesaid period.

12.8 DISTRIBUTION OF SHAREHOLDING (AS ON 31^s1 MARCH, 2017):

No. ol Equity Shares held			Shareholders (Nos.)	%of Shareholders	No. Of Shares held	%of Shareholding
1		500	4471	8971	4.24.805	1.03
5001	-	1000	21<c	4.25	1,65,103	0.40
10001		2000	14i	2.85	2.21.521	0.54
20001	-	3000	43	0.85	1,12,070	0.27
30001	-	4000	28	D.5B	97,769	0.24
40001	-	5000	23	0.45	1,04,931	0.26
50001	-	10000	29	0.57	2,03,133	0.49
100001	-	9999999	88	1.75	3,98,05,208	96.77
Total			5040	100.00	4,11,34,540	100.00

 

CATEGORY	NO. OF SHARES HELD	% OF SHARES HOLDING
Promoters Holding
Promoters
- Indian Promoters	22,34.800	5.43
-Foreign Promoters	Nil
Persons acting in Concerts	2,66,14,295	64.70
Sub-Total	2,88,49,095	70.13
Non-Promoters Holding
Institutional Investors	Nil
Mutual Funds and UTI	Nil
banks. Financial nstr.ution. Insurance Companies. Central State Govt. Institution/ Non Govt. Institution	20,940	0.05
Foreign Institutional Investors (Fils)	20.B7.756	son
Sub-Total	21,08,696	5.13
Others
Corpo-ate Bodies	69,72,031	16.95
Indian Puolic	30,60,882	7.44
NRIs/OCB	15,226	0.03
Any otners (please specify) NRIs Not repeat	5,504	0.01
Clearing Member s	1,23,106	0.31
Sub-Total	1,012,76,749	24.74
Grand Total	4,11,34,540	100

12.10 DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Shares of the Company are eornpulsori v traded in demateriali7ed form and are availanle for trading under both the Depository Systems i.o. NSDL (National Securities Depository Limited) and CDSL (Central Depository Servicss (India; Limited). Near v 99.68% cf total Equity Shares of the Company are he d in de material zed form with NSDL&CDSL

12.11 PLANT LOCATIONS AND ADDRESS FOR CORRESPONDENCE:

The current project of the Company is "Palais Royale" at the registered office of the Company, i.e. Stree Ram Mills demises. GarpatraoKadam Ma^rq, Lower Parel, Mumbai-400 013.

12.12 INSIDER TRADING CODE:

The Company had adopted code of conduct for prevention of insider trading with a view to regulate trading in securties by Directors and designated employees of the Company. I he code recuires preclearance or dealing in Companys snare and prohibit the purchase or sale of Companys shares by the Directors and designated employees while in possession of jnpub ished price sensitive information ir relation to the Company and during the period when trading window is closed The said code is available on the Companys webste http ://www.shreeramurbar.cu.in/lnvestorsCe ntre.html

DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT

All the Directors an: senior management personnel have aff rmed compliarce with the Code of Conouct for Ihe year ended 31 "March. 2017.

	For Shree Rain Urban Infrastructure Limited
	S. K.Luharuka
	Whole-Time Director
	DIN:01068251
Place : Mumbai
Date : 27"May, 2017

CERTIFICATION BY WHOLE-TIME DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIAL STATEMENTS OF THE COMPANY

We,S. K. Luharuka, Whcle-Time Director and N. K. Modani, Sr. President (Finance) & CFO. cert fy that:

1. We have reviewed the f nancial statements and ttie cash flew statement (or the year ended 31¹¹ March, 2017 and that to the best of our knowledge and belief

- Ihese statenents do not contain any materially untrue statement nor orrit any material tact nor contain statements that mighl ce misleading, and

- These statements tegether present true and fair view of the Companys affairs and are in compliance witn the existing Accounting standarcs, applicable laws and regu at ons.

2 There are, to the best of our Knowledge and belief, no transactions entered info by the Company during the year, which arc fraudulent, il cgal or in violat on of the Companys code of conduct:

3. We accost responsibil ty for estab ishlng 3nd maintaining interna controls for financial reporting and that we have evaluated the effeefveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the des gn or ooeration of such internal controls, if any. of which wc are aware and the stops that wo have taken or croposc to take to rectify the these deficiencies; and

A. We have indicated to the Auditors and the Audit Committee

i. Significant changes in internal control over financial repo-ing during the year;

ii. Significant changes in Accounting policies during the year and toat the same hsve been disclosed in the notes to the financial statements; anc

iii. instances of significant fraud of which we have become aware and the nvolvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

S. K. Luharuka	N.K. Modani
Whole-Time Director	Sr. President (Finance) & CFO
DIN: 01068251
Place: Mumbai
Date: 27" May, 2017

CERTIFICATE OF CORPORATE GOVERNANCE

To,

The Members

SHREE RAM URBAN INFRASTRUCTURE UMITED

I have examined the compliance of Corporate Governance by SHREE RAM URRAN INFRASTRUCTURE LIMITED (the Company) fo^r the year ended 31st March, 2017. as sticulated in relevant regulations cl Securities and Exchange Board of Irdia (Listing Ob igations and Disclosure Requirements) Regulations, 2015 (SEBI Jsting Regulations) as refered to n Regulation 15(2) of the Listing Regulations for the period ended 31 st March 2017.

The compliance of conditons of Corporate Governance is the responsib li.y of the Companys ManagemenL My examination has seen limited to a review cf the procedures and implementations thereof, adopted by the Company for ensuring the Compliance with the co"ditions of Corporate Governance as stipulated in the said Regulations It is neither an audit ror an expression o‘ Corporate Governance as stipulated in the above-mentioned SEBI Listing Regulations, as applicable.

In my opinion ard to the best cf our information and accord ng to the explanation given to me and based on tne representations mace by tne Management I certify that the Company has complied with tne conditions of Corporate Governance a3 stipulated in theabovs-ment oned SEBI List ng Regulations, asapplicab e.

I further state that such compliance is neither an assurance to the future viability of 1he Company nnr of the efficiency or effectiveness with which the management has conducted the affairs of the company

	Virendra Bhalt
	Company Secretary
	ACSNo.-1157/CPNo.-124
Place: Mumbai
Date :27" May, 2017

#CGEnd#