To,
The Shareowners,
The Directors of your Company present the 27th Annual Report
of your Company for the financial year 2016-17, along with the audited statement of
accounts.
FINANCIAL RESULTS
During the year under review, your Company registered a Net Loss of
336.81/- Lacs. The Summary of the operating results is as under: -
(Rs in Lac)
| Particulars |
31.03.2017 |
31.03.2016 |
| Revenue from Operations |
26445.09 |
75822.60 |
| Other Income |
366.85 |
184.40 |
| Total Income |
26811.94 |
76007.00 |
| Profit/(Loss) before
Financial Expenses, Depreciation and Tax |
2349.46 |
2264.27 |
| Financial Expenses |
1919.62 |
2331.02 |
| Profit/(Loss) before
Depreciation & Tax |
429.84 |
(66.75) |
| Depreciation |
365.67 |
208.15 |
| Profit/(Loss) before Tax |
64.17 |
(274.90) |
| Provision for Tax |
|
|
| - Current |
12.23 |
- |
| - Deferred Tax |
388.75 |
(59.58) |
| - Earlier year Tax |
- |
4.36 |
| Profit/(Loss) after Tax |
(336.81) |
(219.68) |
| Balance b/f from previous
year |
2549.63 |
2769.31 |
| Adjustment of carrying
amount of Tangible assets in accordance with Schedule-II of the Companies Act, 2013 |
|
|
| Transfer from statement of
profit and loss |
(336.81) |
(219.68) |
| Amount carried to Balance
Sheet |
2212.82 |
2549.63 |
| Face Value of Equity Share
(Re.) Earnings Per Share |
1.00 |
1.00 |
| Basic & Diluted |
(0.084) |
(0.055) |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
Due to overall slowdown in the economy particularly in the real estate
sector, your Company had a decline in its key indicators such as turnover and
profitability. This year your Company has incurred loss of 336.81 Lacs.
DIVIDEND
The Company has incurred losses this year hence; your company
doesnt recommend any dividend for the year under review.
As on 31st March, 2017, an amount of 1,38,365/- is lying as
unclaimed in the various Unpaid Dividend Accounts of the Company.
SHARE CAPITAL
The paid up equity capital as on March 31,2017 was 40,20,32,000/-.
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,
Dr. Anil Jindal is due to retire by rotation at the forthcoming Annual General Meeting of
the Company and being eligible offers himself for re-appointment as Director of the
Company.
Sh. Rajesh Singla was re-designated as Non-Executive Director from WTD
on 3rd March, 2017 and was again appointed as Whole-Time Director on 8th
May, 2017.
Sh. Jitender Kumar Garg was re-designated from Managing Director to
Non-Executive Director on 8th May, 2017.
Sh. Parveen Tayal has resigned from the directorship of the Company on
3rd March, 2017. The Board places on record its sincere appreciation for the
services rendered by Sh. Parveen Tayal during his tenure of directorship.
Due to other preoccupations, Sh. Praveen Gupta has resigned from the
directorship of the Company on 14th February, 2017. The Board places on record
its sincere appreciation for the services rendered by Sh. Praveen Gupta during his tenure
of directorship.
A brief resume of these Directors, the nature of expertise in specific
functional areas and names of Companies in which they hold Directorship and/or
Membership/Chairmanship of Committees of the Board, as stipulated under Regulation 36 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with
the Notice calling 27th 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, 2017.
Sh. Rajesh Singla, Executive Director is not receiving any
commission/remuneration from any Holding/Subsidiary Companies of the Company.
NUMBER OF BOARD MEETINGS
During the year under review, Sixteen (16) 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, 2017 jn
Crore
| Particulars |
Amount |
| Loans Given |
Nil |
| Guarantees Given |
655.55 |
| Investments made |
56.75 |
Loans, Guarantees and Investments made during the Financial Year
2016-17
| Name of Entity |
Relation |
Amount |
Particulars
of loans,
guarantees and investments |
Date of
Board Meeting |
Purpose
for which the loans,
guarantee and investments are made |
|
|
NIL |
|
|
|
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arms length basis. There being no ‘material related party transactions as
defined under the Companies Act, 2013 read with Regulation 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 hence, there are no details to
be disclosed in Form AOC-2 in that regard.
CREDIT RATING
The rating is under surveillance by Brickwork Ratings India Pvt. Ltd.
and report is awaited.
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.
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient features of the financial statement of a companys
subsidiaries, associate company and joint venture is given in Form AOC-1 annexed as
Annexure-I.
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 2016-17.
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.
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, no
amount was outstanding towards maturity of principal as on 31st March, 2017.
AUDITORS Statutory Auditors
M/s. SVP & Associates, Chartered Accountants are appointed as
Statutory Auditor. The members are requested to approve the appointment of M/s. SVP &
Associates, Chartered Accountants, as Statutory Auditors of the Company from the
conclusion of this AGM until the conclusion of the Third consecutive AGM subject to the
ratification in every AGM.
Internal Auditors
M/s Satish K. Kapoor & Co.
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. A.G. Aggarwal & Associates, Cost Accountants have been
appointed as Cost Auditors to conduct the audit of cost records of your company for the
financial year 2016-17.
Your Company submits its Cost Audit Report with the Ministry of
Corporate Affairs within the stipulated time period.
Secretarial Auditor
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 2016-17 given by Ms. Savita
Trehan in the prescribed form MR-3 is annexed to this Report as Annexure-II.
AUDITORS REPORT
There are no qualifications, reservations, adverse remarks or
disclaimer made by Statutory Auditors in their report.
The auditors have not reported any incident of fraud to the Audit
Committee during the financial year 2016-17.
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 as a 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 Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:-
(i) the ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the year 2016-17:
| S. No. Name of Directors |
Nature of
Directorship |
Ratio |
| Sh. Jitender Kumar Garg |
Managing
Director |
20:3 |
| (ii) Sh. Rajesh Singla |
Whole-Time
Director |
11:3 |
(ii) the percentage increase in remuneration of Managing Director,
Whole-Time Director & CFO, and Company Secretary in the financial year 2016-17
| S. No. Name of Directors |
Category |
%
increase |
| (i) Sh. Jitender Kumar Garg |
Managing
Director |
- |
| (ii) Sh. Rajesh Singla |
Whole-Time
Director |
- |
| (iii) Sh. Vishal Maheshwari |
CFO |
- |
| (iv) Ms. Shweta Marwah |
Company
Secretary |
- |
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 2016-17.
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: 43%
(iv) the number of permanent employees on the rolls of Company as on 31st
March, 2017: 44
(v) The ratio of the remuneration of the highest paid Director to that
of the employees who are not Directors but receive remuneration in excess of the highest
paid Director during the year:
| Sr. No. Name |
Ratio |
| 1 Pradeep Kumar Singhal |
2:3 |
| 2 Vinay Kathuria |
2:3 |
| 3 Manoj Banerjee |
2:7 |
(vi) yes, the remuneration is as per the Remuneration Policy of the
Company VIGIL MECHANISIM /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 SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has already adopted Risk Management Plan. 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 Promotion of Education
and Environment cleanliness.
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 & LEDs 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 2017, 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. However, there is one
qualified opinion given by the Auditor in their IFC report
? Company needs to strengthen the process with respect to vendor
selection and analysis of quotation in relation to purchase of inventory.
Managements View
The management has already started taking corrective measures for the
same.
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 organization. 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.
MANAGEMENTS DISCUSSION & ANALYSIS
The Managements 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 co-operation.
For and on behalf of the Board
| Place: Faridabad |
| Date: 12th July, 2017 |
| (Dr. Anil Jindal) |
| Chairman |
| DIN:00005585 |
| (Rajesh Singla) |
| Whole-Time Director |
| DIN: 00009745 |
+91-9892691696
