SRS Real Infrastructure Ltd Directors Report

To,

The Shareowners,

The Directors of your Company present the 27^th 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 31^st 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 3^rd March, 2017 and was again appointed as Whole-Time Director on 8^th May, 2017.

Sh. Jitender Kumar Garg was re-designated from Managing Director to Non-Executive Director on 8^th May, 2017.

Sh. Parveen Tayal has resigned from the directorship of the Company on 3^rd 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 14^th 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 27^th 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 31^st 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 31^st March, 2017 _jn Cror_e

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 31^st 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 31^st 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