You are here » Home » Companies » Company Overview » SRS Ltd

SRS Ltd.

BSE: 533569 Sector: Consumer
NSE: SRSLTD ISIN Code: INE219H01039
BSE 14:06 | 23 Feb 1.19 0.05
(4.39%)
OPEN

1.19

HIGH

1.19

LOW

1.19

NSE 14:40 | 23 Feb 1.20 0.05
(4.35%)
OPEN

1.20

HIGH

1.20

LOW

1.15

OPEN 1.19
PREVIOUS CLOSE 1.14
VOLUME 14372
52-Week high 6.19
52-Week low 0.99
P/E
Mkt Cap.(Rs cr) 33
Buy Price 1.19
Buy Qty 201768.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.19
CLOSE 1.14
VOLUME 14372
52-Week high 6.19
52-Week low 0.99
P/E
Mkt Cap.(Rs cr) 33
Buy Price 1.19
Buy Qty 201768.00
Sell Price 0.00
Sell Qty 0.00

SRS Ltd. (SRSLTD) - Director Report

Company director report

To

The Shareowners

Your Directors have pleasure in presenting the 15th Annual Report of the Company for FY2014-15 along with the audited statements of accounts for the same period.

Financial Results

The results of your Company's financial prudence and business excellence for the yearended 31st March 2015 are as follows: -

(Rs. in Lacs)

Particulars 31.03.2015 31.03.2014
Revenue from Operations 382483.79 343937.85
Other Income 586.00 149.59
Total 383069.79 344087.44
Profit/(Loss) before Finance Cost Depreciation & Amortization Expense and Tax 14051.50 11097.24
Finance Cost 7062.97 4618.02
Profit before Depreciation & Tax 6988.53 6479.22
Depreciation 2088.43 1420.30
Proit before Tax 4900.10 5058.92
Provision for Tax
- Current 1037.02 1073.80
- Deferred Tax (27.50) 220.86
- MAT Credit (12.85) (510.75)
- Earlier Years 22.04 -
Proit after Tax 3881.39 4275.01
Face Value per Equity Share(In Rs) 10.00 10.00
Earnings Per Share (In Rs)
- Basic 2.79 3.07
- Diluted 2.79 3.07

Results of Operations and the State of Company's Affairs

The economic scenario in the country stayed upbeat with the new government formationhowever the grass root percolation of the various initiatives intended to be implementedby the government is yet to take efect. This has dampened the optimism for the nearfuture. While there was a pressure on several sectors such as auto infrastructure realestate etc. seeing subdued demand growth the consumer-driven sectors continued to staybuoyant. The falling prices of crude oil came as a major relief helping curtail inflationand the oil import bills.

Even in the midst of such a scenario your Company continued to do well consolidatingits operations and embarking on new expansions. As we speak the Company's operations spanacross 28 cities and 9 states with overseas operations in the US and UAE as well.Importantly while the year has been promising the Company also invested for futuregrowth and profitability.

In terms of operations the Company reported revenue of Rs.3830.69 Crores in FY2014-15 representing a jump of 11.33% over the figure of Rs.3440.87 crores reported inFY2013-14. The PBT and PAT for FY 15 stood at Rs.49 Crores and Rs.38.81 Croresrespectively.

The Company stays in a dynamic operational and expansion mode and as a result itscount of outlets and stores continually keeps on rising. In light of this it is importantto point out that of the various stores and cinemas mentioned by it the three cinemas atHajipur Saharanpur and Muktsar were opened under franchise model. The two retail storesin AarDee City Gurgaon and Chhatarpur New Delhi have been commissioned in FY 16 i.e. 1stApril 2015 onwards.

Apart from that there are no material changes and commitments affecting the financialposition of the company which have occurred between the end of Financial Year 2014-15 andthe date of this report.

Dividend

Your Company continues to expand its operations steadily across its business verticals.In view of this your Directors consider it prudent and rational to conserve resources forbeing appropriately re-invested into the Company's future operations and therefore do notrecommend any dividend on equity shares for the financial year under review.

The details of amount lying as unclaimed in the Unpaid Dividend Account of the Companyfor the Dividend declared for the financial year 2011-12 & 2012-13 are given in theCorporate Governance Report.

Issue of Bonus Shares

The Board of Directors of the Company in its meeting held on 11th May 2015 hasdeclared the Bonus Issue of Equity Shares to the existing shareholders in the ratio of1:1 subject to the requisite approval of the shareholders and other competent authoritiesand to absorb the bonus issue the Company has also decided to increase the AuthorizedShare Capital of the Company from Rs.150 Crores to Rs.280 Crores by way of Postal Ballotin terms of Section 110 of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014.

The issue of Equity shares by way of Bonus and increase in Authorized Share Capital hasbeen approved by the Shareholders by way of Postal Ballot on 13th June 2015 and theAllotment of Bonus Shares was made on 29th June 2015 after getting In-Principle Approvalfrom BSE & NSE on 15th June 2015.

The Company has got the Listing & Trading Approvals from BSE & NSE on 1st July2015 and 3rd July 2015 respectively and the trading of Shares commenced on 6th July2015 at both the exchanges.

Your Company has neither issued equity shares with differential rights as to dividendvoting or otherwise; nor issued any shares (including sweat equity shares) under ESOS/ESPSscheme 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 Jindalis due to retire by rotation at the forthcoming Annual General Meeting of the Company andbeing eligible ofers himself for re-appointment as Director of the Company.

Sh. Naresh Kumar Goyal was appointed as Whole-Time Director on 10th October 2014 andwas re-designated as Non-Executive Director w. e. f. 1st February 2015. As he is theManaging Director of SRS Worldwide (FZC) and usually stays in Dubai/Sharjah he showed hisinability to continue as Director of the Company and resigned on 25th April 2015. TheBoard placed on record its appreciation for the services rendered by Sh. Naresh KumarGoyal during his tenure of directorship with the Company.

Pursuant to the provisions of Section 149 150 152 and other applicable provisions ofthe Companies Act 2013 read with Rule 3 of the Companies (Appointment & Qualificationof Directors) Rules 2014 Ms. Divya Gupta was appointed as an additional (Independent)Woman Director of the Company to hold Office for five consecutive years w. e. f. 10thOctober 2014 upto 9th October 2019 not liable to retire by rotation. However due tosome other engagements she was not able to continue as Director in the Company andresigned on 25th April 2015. The Board placed on record its appreciation for the servicesrendered by Ms. Divya Gupta during her tenure of directorship with the Company.

The tenure of Sh. Vinod Kumar as Whole-Time Director was completed on 31st May 2015.In pursuance of the provisions of Section 196 and other applicable provisions of theCompanies Act 2013 the Nomination & Remuneration Committee and the Board ofDirectors in their respective meetings held on 21st May 2015 and 22nd May 2015 haveconsidered and approved the reappointment of Sh. Vinod Kumar as Whole-Time Director for afurther period of Five (5) years w. e. f. 1st June 2015. Notice under Section 160 of theCompanies Act 2013 has been received from a member intending to propose the appointmentof Sh. Vinod Kumar as Whole-Time Director of the Company at the ensuing Annual GeneralMeeting.

A brief resume of appointee Directors the nature of expertise in specific functionalareas and names of Companies in which they hold Directorship and/orMembership/Chairmanship of Committees of the Board as stipulated under Clause 49 of theListing Agreement is annexed with the Notice calling 15th Annual General Meeting of theCompany.

All the Independent Directors have given a declaration dated 31st March 2015 undersub-section (6) of Section 149 of the Companies Act 2013 conirming their independence.

In accordance with the Companies Act 2013 Dr. (Ms.) Navneet Kwatra has beenre-designated as C.O.O. & Company Secretary and Mr. Bhagwan Das has been re-designatedas CFO in the Board meeting held on 17th June 2014.

Sh. Sunil Jindal Dr. Anil Jindal Sh. Vinod Kumar and Sh. Raju Bansal being ExecutiveDirectors are not receiving any commission/remuneration from any Holding/SubsidiaryCompanies of the Company.

Number of Board Meetings

During the year under review Fifteen (15) meetings of the Board of Directors wereheld. Independent Director's also had their separate meeting on 30th March 2015. Thedetails of Board meetings and the attendance of Directors in such meetings are given inthe 'Corporate Governance Report' forming part of this Annual Report.

Performance Evaluation Mechanism

Information on the manner in which formal annual evaluation has been made by the Boardof its own performance and that of its Committees and individual directors is given in theCorporate 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 Section135(2) and the composition of Audit Committee as required under Section 177 (8) of theCompanies Act 2013 is given in the Corporate Governance Report.

Further the Board has accepted all the recommendations of the Audit Committee duringthe year under review.

Loans Guarantees and Investments

The Company has not given guarantee in favour of any person/company during thefinancial year 2014-15.

The Company has provided following loans and has made the following investments u/s 186of the Companies Act 2013: -

S. No. Name of the Entity Nature of transaction Amount Particulars of Loans Guarantee or Investment
1. SRS E-Retail Limited Investment Rs.500000/- Acquired the shares of the Company to make it wholly-owned subsidiary of the Company. Further divest the same on 19th February 2015 as decided to concentrate on jewellery business.
2. SRS Talkies Limited (Presently known as SRS Entertainment Limited) Investment Rs.500000/- Acquired the shares of the Company to make it wholly-owned subsidiary of the Company. Further divest the same on 19th February 2015 as decided to concentrate on jewellery business.
3. SRS E-Retail Limited Loan Rs.5619041/- Temporary loan for expansion of business. The loan was repaid by SRS E-Retail Limited on 11th February 2015.
4. SRS Talkies Limited (Presently known as SRS Entertainment Limited) Loan Rs.15600000/- Temporary loan for expansion of business. The loan was repaid by SRS Talkies Limited on 11th February 2015.
5. SRS Worldwide (FZC) Investment AED 550000 Floated a wholly-owned subsidiary in SAIF Zone Sharjah with the following shareholding pattern. All individuals are Nominee Shareholders of SRS Limited: -
SRS Limited - 418 Shares
Dr. Anil Jindal - 32 Shares
Sh. Naresh Kumar Goyal - 32 Shares
Sh. Ankit Garg - 32 Shares
Sh. Ankit Goel - 32 Shares

Contracts or Arrangements With Related Parties

For better corporate governance and in compliance with the provisions of the CompaniesAct 2013 and Listing Agreement Board of Directors in its Meeting held on 30th September2015 has adopted the Related Party Transactions Policy of the Company.The said policy isavailable on the website of the Company www.srsparivar.com.

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. There being no 'material' related party transactions as defined under the CompaniesAct 2013 read with clause 49 of the Listing Agreement hence there are no details to bedisclosed in Form AOC-2 in that regard.

Credit Rating

The Directors of your Company are pleased to report that the Company's credit ratingsfor its Line of Credit and Fixed Deposits Scheme have been positively reviewed by ICRA andCRISIL the premier rating agencies.

ICRA has upgraded the long-term rating for the Line of Credit (LOC) from [ICRA] BBB to[ICRA]BBB+ and short-term rating for the LOC from [ICRA] A3+ to [ICRA]A2.

The CRISIL has assigned the Credit Rating FA- with stable outlook for Unsecured FixedDeposit Schemes.

Fixed Deposits

The Company has accepted Public Deposits/Fixed Deposits amounting to Rs.7901.66 Lacsduring the year under review after complying with the provisions of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014. During the YearRs.698.48 Lacs were paid prematurely and the balance as on 31st March 2015 is Rs.8276.50Lacs.

The Company has issued the Circular or Circular in the form of Advertisement invitingDeposits as Advance from Customers for Jewellery Scheme pursuant to section 73 andsection 76 read with rule 4(1) and 4(2) of the Companies (Acceptance of Deposits) Rules2014 which was in continuation of earlier Form DPT-1 dated 28th July 2014. However tilldate the Company has not accepted deposits under this Scheme.

There is no default in repayment of deposits or payment of interest thereon during theyear. All the deposits are in compliance with the requirements of Chapter V (Acceptance ofDeposits by Companies) of the Companies Act 2013.

Unclaimed Refund & Interest on Refund Account

The Company hasRs.344900/-as unclaimed in the Refund Account and Rs.29277/-asunclaimed in the Interest on Refund Account maintained with the State Bank of IndiaforIPO of the Company as on 31st March 2015.

AUDITORS

Statutory Auditors

M/s. S.S. Kothari Mehta & Co. Chartered Accountants and M/s. Rakesh Raj &Associates Chartered Accountants Joint Statutory Auditors of the Company retire at theensuing Annual General Meeting of the Company and have expressed their willingness forreappointment as joint statutory auditors in accordance with the Companies Act 2013 andconirmed that their re-appointment if made will be within the prescribed limits underSection 141(3) of the Companies Act 2013 and they are not disqualified for suchreappointment within the meaning of Section 141 of the said Act.

The members are requested to ratify the appointment of M/s. S.S. Kothari Mehta &Co. Chartered Accountants and M/s. Rakesh Raj & Associates Chartered Accountants asJoint Statutory Auditors of the Company from the conclusion of this AGM until theconclusion of two consecutive AGMs as mentioned in the Notice.

Internal Auditors

Presently the following firms of Chartered Accountants are the Internal Auditors ofthe Company:

M/s. Goel Mintri & Associates

M/s. R.G. Sharma & Co.

M/s. Nitin Kanwar & Associates

M/s. Love Mangla & Co.

M/s. Sumit Chhabra & Co.

M/s. SRGM & Associates

M/s. Princy Singhal & Co.

Cost Auditors

Pursuant to the Companies (Cost Records and Audit) Rules 2014 notified by the Ministryof Corporate Affairs on 30th June 2014 as amended from time to time Cost Audit is notapplicable to the Company from the financial year 2014-15 onwards as the nature of theindustry is not covered under the said Rules.

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 toundertake the Secretarial Audit of the Company.

Secretarial Audit Report for the year 2014-15 given by Ms. Savita Trehan in theprescribed form MR-3 is annexed to this Report as Annexure-I.

The Secretarial Audit Report for the year under review does not contain anyqualiication reservation or adverse remark or disclaimer made by the secretarial auditor.

Auditors' Report

There are no qualiications reservations adverse remarks or disclaimer made by M/s. S.S. Kothari Mehta & Co. Chartered Accountants and M/s. Rakesh Raj & AssociatesChartered Accountants Joint Statutory Auditors in their report.

The auditors have not reported any incident of fraud to the Audit Committee during thefinancial year 2014-15.

Subsidiaries and Branches

The Company has acquired 100% shareholding in SRS E-Retail Limited and SRS TalkiesLimited by making investments of Rs.500000/- each in these companies on 3rd December2014 for expansion of its Retail and Cinema Business respectively.

However the said companies required more funds for their expansion and the Board ofDirectors of your company decided to concentrate on jewellery business and thus hasdivested its all investment in these Companies on 19th February 2015.

The Company has also incorporated a wholly-owned subsidiary in the name of "SRSWorldwide (FZE)" at Sharjah Airport International Free Zone (SAIF Zone) Sharjahhaving Regn. Nos.14557 & 14558 on 12th November 2014 for trading in Gold DiamondPrecious Metals & related Jewellery and General Trading respectively. The Certificateof Incorporation was issued on 8th January 2015. The Status of the Company has beenconverted from "Free Zone Establishment" to "Free Zone Company" on10th February 2015.

The Company has also opened a Branch at Sharjah Airport International Free Zone (SAIFZone) Sharjah for expansion of its jewellery business.

A report on the performance and financial position of each of the subsidiaries includedin the consolidated financial statement is set out herein as Annexure-II in theForm-AOC-1.

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 theyear 2014-15.

Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon speciic request by any Member of theCompany interested in obtaining the same.

Extract of Annual Return

The extract of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 is annexed to this report as Annexure - III.

Particulars of Employees and Related Disclosures

The information in terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is as follows:

Name Dr. Anil Jindal
Designation Chairman (Executive)
Gross Remuneration Rs.179.58 Lacs
Nature of Duties & Employment General Management & Strategic Planning
Qualification M. Com CCA MBA Ph. D. D. Litt.
Experience 29 Years
Date of Commencement of employment 01.11.2008
Age 51 Years
Previous Employment CMD-SRS Real Infrastructure Limited
Equity Shares held in the Company 4.82%
Relationship with any other Director/Manager He is brother of Sh. Sunil Jindal Managing Director of the Company

Note: 1. Gross Remuneration comprises of Salary Allowances and Company'scontribution to Provident Fund.

2. Other Terms & Conditions - NIL.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided herein below:-

i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the year 2014-15:

S. No. Name of Directors Nature of Directorship Ratio
1. Dr. Anil Jindal Chairman (Executive) 148:1
2. Sh. Sunil Jindal Managing Director 39 :1
3. Sh. Raju Bansal Whole-Time Director 24:1
4. Sh. Vinod Kumar Whole-Time Director 24:1
5. Sh. Naresh Kumar Goyal* Whole-Time Director 8:1

*Note: Sh. Naresh Kumar Goyal ceased to be the Whole-Time Director w.e.f. 31st January2015 & resigned from the Directorship of the Company on 25th April 2015.

ii) the percentage increase in remuneration of Managing Director Whole-Time DirectorCFO and Company Secretary in the financial year 2014-2015:

S. No. Name of Directors Designation % increase
1. Sh. Sunil Jindal Managing Director 94.43%
2. Sh. Raju Bansal Whole-Time Director 52.07%
3. Sh. Bhagwan Dass Chief Financial Officer 3.71%
4. Dr. (Ms.) Navneet Kwatra C.O.O. & Company Secretary 3.65%

Moreover the remuneration of Dr. Anil Jindal has been altered by reducing the totalremuneration from Rs.15 00000/- p.m. to Rs.7 50000/- p.m. w. e. f 1st April 2015 forthe financial year 2015-2016. The alteration in the remuneration of Dr. Jindal willbenefit the Company as there will be lesser outlow of funds by reducing the monthlyfinancial burden on the Company and thus the same amount will be ploughed back in forexpansion & operational convenience of the business and to support the strategicambitions of the Company.

Further there was no increase in the remuneration of NonExecutive Directors by way ofsitting fee for attending Board/Committee meetings for the financial year 201415. No proitlinked commission is paid to Non-Executive independent Directors of the Company.

iii) the percentage increase in the median remuneration of employees during thefinancial year was 10-11%.

iv) the number of permanent employees on the rolls of Company as on 31st March 2015 is1666.

v) the average increase in remuneration is closely linked to and driven by achievementof annual corporate goals and overall business financial and operational performance ofthe Company.

vi) Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

the remuneration of key managerial personnel amongst others is closely linked to anddriven by achievement of annual corporate goals and overall business financial andoperational performance of the Company. The Key Managerial Personnel were paidapproximately 6.54%in aggregate of the Profit before Tax during the Financial Year2014-15.

vii) the Company has allotted 35000004 Equity Shares of Rs.10/- each at a premium ofRs.48/- per share in the IPO in September 2011. The market price of the shares of theCompany as at 31st March 2015 at BSE compared to the IPO price decreased by 41.46%.

Variations in the market capitalization of the company price earnings ratio as at theclosing date of the current financial year and previous financial year is given below: -

Particulars As at 31st March 2015 As at 31st March 2014 Variation (%)
Closing Share Price on BSE 22.10 33.95 (34.90)
Market Capitalization (INR crore) 307.83 472.89 (34.90)
P/E Ratio 7.92 11.06 (28.39)

viii) the average increase in the remuneration of employees was 10-11% whereas thepercentile increase in remuneration of KMPs was 11%.

ix) the comparison of the remuneration against the performance of the Company is givenin clause (vi) above.

x) there is no variable component of remuneration of the Executive Directors. Thenon-executive Directors of the Company are only entitled to sitting fees for attending theBoard and Committee meetings.

xi) there is no employee receiving remuneration in excess of the highest paid Directorduring the year:

xii) yes the remuneration is as per the Remuneration Policy of the Company:

Vigil Mechanisim

The details of Vigil mechanism/Whistle Blower Policy are given in Corporate GovernanceReport.

Risk Management Plan

For better corporate governance and in compliance with the provisions of the CompaniesAct 2013 and Listing Agreement Risk Management Plan was adopted by the Board ofDirectors in its meeting held on 30th September 2014. The same is uploaded at the websiteof the Company www.srsparivar.com.

Disassociation of Promoters

Sh. Praveen Kumar Kapoor has disassociated with the Company as part of Promoter Groupon 28th May 2014 and Sh. Rajesh Kumar Mangla and Ms. Sunita Mangla disassociated fromthe Company as part of Promoter Group w. e. f. 14th February 2015.

Corporate Social Responsibility (CSR)

The Board of Directors at its meeting held on 26th August 2014 has approved theCorporate Social Responsibility (CSR) Policy for your Company pursuant to the provisionsof Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 on the recommendations of the CSR Committee. Under theCorporate Social Responsiblity the Company has started various initiative like:

'BETI BACHAO BETI PADHAO' MISSION

Under Which The Following Was Done

• An amount of Rs.10 000/- in the form of Fixed Deposit for 1st girl child andFixed Deposit of Rs.15 000/- in case of 2nd girl child (already having one girl child)was gifted to the parents of a Girl Child born in SRS Sunflag Hospital Sector-16AFaridabad

• Free education for all the girl students of all the classes of Govt. SeniorSecondary School Village Firozpur Kalan Ballabgarh Faridabad i.e. all type of fees -admission fees tuition fees examination fees etc. charged by the school for all the girlstudents has been paid by the Company under its CSR programme and further books notebooks bag and required stationery items were provided to them at the time ofadmission/promotion to a class.

• The following incentives were offered to the Girl Children admitted in SRSInternational School:

50% of Admission fees and 50% of Tuition fees of 1st Hundred (100) Girl Children 25%of Admission fees and 25% of Tuition fees of next Hundred (101-200) Girl Children and 25%of Admission fees and 10% of Tuition fees of every Girl Child (201 and above) was borneby SRS Limited under its CSR activity. These incentive are provided for a period of 3years.

'SRS-Swachchh Faridabad-Smart Faridabad' initiative started from Sector-14 Faridabadand included the following activities:

• Placing of dustbins in Parks Road side areas Markets and at such other placeswhere the need is felt;

Maintenance of Parks;

Construction & Maintenance of Toilets in Parks Markets and other Public Places;

Purchase & running of Tractors with Trolleys Automatic Dust Collecting Machineetc. Hand carts Wipers Spades (Phawras) Gaintees Hammers Jharoos etc. for collectionof garbage medicinal spray as a precautionary measure for dengue malaria etc. wateringthe plants etc.;

Plantation Activities by planting plants at different places maintaining the sameand/or sponsoring any such activity.

Development of Village Ferozepur Kalan Ballabgarh Faridabad

The Annual Report on the CSR Activities undertaken by the Company during the financialyear is enclosed herewith as Annexure-IV

Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo

Energy Conservation

Your Company has always been a responsible corporate adhering to preservation andconservation of natural resources. It is also equally committed to do its bit towardsbeing environmentally responsible so as to ensure that its operations or business growthdo not affect the environment.

With this ideology we continue being environmentally responsible and energy deficient.After taking positive steps in this area the Company is keeping up its efforts to enhanceits sustainable footprint. The following initiatives taken over the last iscal highlightour action points in this area:

Replaced 100% CFLs and CDMTs into low consuming LED lights at SRS Mall and all theoutlets of SRS Value Bazaar. By this we can achieve optimum conservation of electricity.

Installed Air Cooled Fluid Cooler for 1010 KVA DG set for lower fuel consumption

Completion & Execution of up-gradation of Rain Water Harvesting System.

Planning for more harvesting tank after execution of this there will be zero waterdischarge status from SRS Mall area and will be in a position to harvest every drop ofrain water it will improve the ground water substantially.

Installed latest technology Energy Star Rating HVAC items for reduced electricityconsumption

Regularly & timely servicing of all DG sets and equipment for lower fuelconsumption

Increased green area around the mall which is not only environmentally friendly butalso helps control the temperature.

Recycling of water is primary agenda and at SRS Mall fresh water for fountains is used& when water is changed this water is used for gardening purpose. This water is notdrain in sewer/drain lines.

This reflects the Company's focus on the core matter of energy conservation and it iscommitted to actively work in this direction with the clear understanding that even smallefforts in this direction are big steps that will bring about a positive diference.

ii) Technology Absorption : Nil

iii) Foreign Exchange Earning & Outgo

Earning in foreign Currency:

Rs.in Lacs

Particulars

For the year ended

31st March 2015 31st March 2014
Export of goods 56644.63 39258.94

Expenditure in foreign Currency:

Rs.in Lacs

Particulars

For the year ended

31st March 2015 31st March 2014
Advertisement 0.05 -
Bank Charges & other financial expenses 5.74 1.44
Insurance Expenses 0.04 -
Lease Rent paid 0.41 -
Legal & Professional Expenses 0.87 -
Miscellaneous Expenses 0.14 -
Rates & Taxes 0.29 -
Security & House Keeping 0.03 -
Travelling & Conveyance Expenses 4.04 -
Total 11.61 1.44

Directors' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors of the Company confirm the following: -

(a) that in the preparation of the annual accounts for the year ended 31st March 2015the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the proit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingefectively.

Details on Internal Financial Controls Related to Financial Statements

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India. Changes in policies if any are approved by theAudit Committee in consultation with the Auditors.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

Your Company has a policy for the prevention of sexual harassment which has beenimplemented in the organization. It ensures prevention and deterrence towards thecommissioning of acts of sexual harassment and communicates procedures for theirresolution and settlement. A Committee has been constituted in accordance with therequirements under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 which ensures implementation and compliance with the Law as wellas the policy.

During the year under review there were no cases iled pursuant to the SexualHarassment 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 orTribunals impacting the going concern status of your Company and its operations in future.

Corporate Governance Report

The report on Corporate Governance together with the certiicate from Ms. Savita TrehanPracticing Company Secretary [FCS No.4374] confirming the compliance of the CorporateGovernance is annexed to this report for information of the Members.

Management's Discussion & Analysis

The Management's Discussion and Analysis Report of financial condition and results ofoperations of the Company is given as a separate statement forming part of this AnnualReport.

Acknowledgement

As a company grows in terms of geographical presence and scale the real drivers ofsuccess become the people who work to execute the vision of the board and seniormanagement with the later taking a strategic rather than an executive role. Success comeswhen an organization starts living the principle of 'Many in body One in spirit'.

Such is the case with SRS Limited which has grown substantially over the years withoperations spanning multiple cities and myriad verticals. The Board believes that theforce behind the company's progress is the various stakeholders who put their belief inthe Company's vision and work to make it a reality.

This said the Board warmly places on record its deep appreciation to all whocontributed to the Company's success directly or indirectly from within or outside theCompany.

The Board extends its very warm appreciation to the shareowners of the Company whostood by the Company and enabled it to work professionally to achieve its objectives.Their faith and belief in it is a key reason behind the Company's success all these years.The best-laid plans can work wonders only if they are allowed for implementation - in thisregard the Board wishes to praise and thank the regulatory & administrative bodiesthat supported and guided the Company and extended the due permissions and approvals toconduct business.

Special vote of thanks goes out to the bankers of the Company who gave wings to itsplans - along with the support they extended; the Board deeply appreciates their strongbelief in the Company its processes and its future. Thanks also to the auditors of theCompany who helped the Company adhere to its high levels of propriety transparencydisclosures and controls. The Board places its appreciation to all its business associatesand vendors who worked as the de facto team members of the Company.

Thanks in extremely warm and rich measures to the customers of the Company who chosethe SRS brand with full faith and enjoyed the Company's products and services time aftertime; as well as to the local communities and overall society for all their support.Lastly but not the least warm tributes to the management and team of SRS who are thereal architects of the Company's success.

It is the Company's good fortune to have the support of all the above stakeholders andthe Board resolves to carry forward diligently the inclusive progress and growth of theCompany.

Place: Faridabad For and on behalf of the Board
Date: 24th July2015

 

(Sunil Jindal) (Raju Bansal)
Managing Director Whole-Time Director
DIN: 00013791 DIN:oooo7344

Annexure I to Board's Report

SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To
The Members
SRS LIMITED
SRS Tower 305 & 307 3rd Floor
Near Metro Station Mewla Maharajpur
G.T. Road Faridabad

I have conducted the Secretarial Audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by M/s. SRS LIMITED (CIN:L74999HR2000PLC040183) (hereinafter called the "Company"). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns iled andother records maintained by the Company and also the information provided by the Companyits Officers agents and authorized representatives during the conduct of secretarialaudit I hereby report that in my opinion the company has during the audit periodcovering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board processes andcompliance mechanism is in place to the extent in the manner and subject to the reportingmade hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s.SRS Limited for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act 2013 (the "Act") and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

(iii) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') viz. :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(v) Other laws which are specifically applicable to the Company.

And hereby certify that the company has made compliance with all the provisions of theabove said Act(s) and Regulations.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

As Secretarial Standards issued by The Institute of Company Secretaries of India asnotified and approved by Ministry of Corporate Affairs are effective from 1st July 2015;hence reporting of compliances under Secretarial Standards are not applicable for theperiod under Audit.

(ii) The Listing Agreements entered into by the Company with the BSE Limited &National Stock Exchange of India Limited.

The Company has complied with all the applicable clauses of the Listing Agreement.

I further report that as per the nature of activities carried by the Company duringthe period under audit the following Acts Rules Regulations Guidelines Standards etc.are not applicable to the Company during the audit period:

a) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

d) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

e) The Securities and Exchange Board of India (Registrar to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with Client;

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were generally sent at least seven daysin advance and a systemexists for seeking and obtaining further information and clariications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

All decisions of Board Meetings and Committee Meetings are carried out unanimously asrecorded in the Minutes of the Meetings of the Board of Directors or Committee(s) of theBoard as the case may be.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period following speciic events/actions weretaken by the Company which have major bearing on the company's afairs in pursuance of theact rules regulations guidelines standards etc. referred above:

a) The Company has incorporated a Wholly Owned Subsidiary in the name of "SRSWorldwide (FZE)" at Sharjah Airport International Free Zone (SAIF Zone) Sharjahhaving Regn. Nos.14557 & 14558 on 12th November 2014 for trading in Gold DiamondPrecious Metals & related Jewellery and General Trading respectively.

The Certiicate of Incorporation has been issued on 8th January 2015. The Status of theCompany has been converted from "Free Zone Establishment" (FZE) to "FreeZone Company" (FZC) on 10th February 2015.

b) Members have enabled Borrowing Powers of the Company up to a limit of Rs.12000Crores over and above the aggregate of the paid-up share capital and free reserves underSection 180(1)(c) of the Companies Act2013.

c) Members have enabled Creation of Charges on the movable and immovable properties ofthe Company both present and future in respect of borrowings etc.under Section180(1)(a) of the Companies Act2013 through Postal Ballot.

Date: 24th July 2015 (Savita Trehan)
Place: Faridabad Practicing Company Secretary
C.P. No.2569
M.No.4374

'Annexure A'

To

The Members

SRS LIMITED

SRS Tower 305 & 307 3rd Floor

Near Metro Station Mewla Maharajpur

G.T. Road Faridabad

Dear Sir/Ma'm

My Secretarial Audit Reportis for the financial year 2014-15 of even date is to be readalong with the following notes:

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable 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 insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial recordspersonal records of employee(s) and Books of Accounts of the Company.

4. Wherever required! have obtained the Management representation about the complianceof laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

Date: 24th July 2015 (Savita Trehan)
Place: Faridabad Practicing Company Secretary
CP. N0.2569
M.No.4374

Annexure II to Board's Report

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of

Companies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

Name of the subsidiary SRS Worldwide (FZC)
Reporting period for the subsidiary concerned if different from the holding company's reporting period 1st April 2014 to 31st March 2015 the period is same as of the holding company
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Reporting Currency : AED Exchange Rate : Rs.16.97
Share capital Rs.9296250/-
Reserves & surplus Rs.25335351/-
Total assets Rs.58377956/-
Total Liabilities Rs.23746355/-/-
Investments Nil
Turnover Rs.663346824 /-
Profit before taxation Rs.25073620 /-
Provision for taxation Nil
Proit after taxation Rs.25073620 /-
Proposed Dividend Nil
% of shareholding 100%

The company has no other subsidiary associate or joint venture company which has yetto start its operations. Two Companies namely SRS E-Retail Limited and SRS Talkies Limitedcease to be subsidiaries on 6th February 2015

Annexure III to Board's Report
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March 2015
[Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Companies
(Management and Administration) Rules 2014

I. Registration and Other Details

i) CIN - L74999HR2000PLC040183
ii) Registration Date - 29th August 2000
iii) Name of the Company - SRS Limited
iv) Category/Sub-Category of the Company - Company limited by Shares/ Indian Non-Government Company
v) Address of the Regd. Office - SRS Tower 305 & 307 3rd Floor Near Metro Station Mewla Maharajpur
And contact details G.T. Road Faridabad NCR Delhi-121003
Ph#0129-4323100 Fax#0129-4323195
Ms. Mamta Rastogi
Deputy Company Secretary & Compliance Officer
Ph#0129-4323119 Fax#0129-4323105
vi) Whether Listed Company - Yes
vii) Name Address and Contact - Mr. Punit Mittal - General Manager
Beetal Financial & Computer Services (P) Ltd.
Beetal House 3rd Floor 99 Madangir
Behind Local Shopping Centre
Near Dada Harsukh Dass Mandir New Delhi-110062
Ph#011-29961281 Fax#011-29961284

II. Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of thecompany are: -

Sl. No. Name and Description of main products/services NIC Code of the product/service % to total turnover of the company
1. Gold & Jewellery 32111 91.71%

III. Particulars of Holding Subsidiary And Associate Companies

Sl. No. Name & Address of the Company CIN Holding/Subsidiary/ Associate % of shares held Applicable Section
1. BTL Holding Company Limited SRS Tower 725 7th Floor Near Metro Station Mewla Maharajpur G. T. Road Faridabad NCR Delhi U65929HR1993PLC053518 Holding 55.09 2(46)
2. SRS Worldwide (FZC) Executive Suite Q1-1-017 P. O. Box:8637 SAIF Zone Sharjah International Airport Sharjah UAE A Free Zone Company registered with Sharjah Airport International Free Zone Authority (SAIF Zone) Sharjah having License Nos. 14557 for general trading and 14558 for trading in Gold Diamond Precious Metals and Jewellery Subsidiary 100.00 2 (87)

IV. Shareholding Pattern (Equity Share Capital Break-up as percentage of TotalEquity)

i) Category-wise Share holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters
1. Indian
a) Individual/HUF 796200 0 796200 0.57 200 0 200 0.00 (0.57)
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) Body Corporate 92760930 0 92760930 66.59 93510930 0 93510930 67.13 0.54
e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other Directors & their Relatives 9579000 0 9579000 6.88 9625000 0 9625000 6.91 0.03
Sub-Total (A) (1) 103136130 0 103136130 74.04 103136130 0 103136130 74.04 0.00
2. Foreign
a) NRIs-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoter (A) = A(1) + A (2) 103136130 0 103136130 74.04 103136130 0 103136130 74.04 0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks/FI 12252292 0 12252292 8.80 9955382 0 9955382 7.15 (1.65)
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 3699 0 3699 0.002 23800 0 23800 0.017 0.014
h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B) (1) 12255991 0 12255991 8.802 9979182 0 9979182 7.16 (1.636)
2. Non-Institutions
a) Bodies Corporate
i) Indian 19497771 0 19497771 14.00 20439451 0 20439451 14.67 0.67
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 Lakh 1570694 18977 1589671 1.14 2536176 19177 2555353 1.83 0.69
ii) Individual shareholders holding nominal share capital in excess of Rs.1 Lakh 1817841 0 1817841 1.31 2656290 0 2656290 1.91 0.60
c) Others
Directors & their relatives 127013 0 127013 0.09 98763 0 98763 0.07 (0.02)
NRIs 9468 0 9468 0.01 73606 0 73606 0.05 0.04
Clearing Members 277872 0 277872 0.20 44222 0 44222 0.03 (0.17)
HUF 579256 0 579256 0.42 308016 0 308016 0.22 (0.20)
Sub-Total (B) (2) 23879915 18977 23898892 17.16 26156524 19177 26175701 18.79 1.63
Total Public Shareholding (B) = B(1) + B(2) 36135906 18977 36154883 25.96 36135706 19177 36154883 25.96 0.00
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 139272036 18977 139291013 100.00 139271836 19177 139291013 100.00 0.00

ii. Shareholding of Promoters

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of Total Shares of the Company % of shares pledged/ encumbered to total shares No. of Shares % of Total Shares of the Company % of shares pledged/ encumbered to total shares % change in shareholding during the year
1. Raju Gupta 200 0.00 0.00 200 0.00 0.00 0.00
2. Praveen Kumar Kapoor 46000 0.03 0.00 0 0.00 0.00 (0.03)
3- Sunita Mangla 265400 0.19 0.00 0 0.00 0.00 (0.19)
4- Rajesh Mangla 484600 0.35 0.00 0 0.00 0.00 (0.35)
5. SRS Real Estate Limited 100 0.00 0.00 100 0.00 0.00 0.00
6. Neelabh Engineers Pvt. Ltd. 1650000 1.18 0.00 1650000 1.18 0.00 0.00
7. Madhav Tech India Pvt. Ltd. 2100000 1.51 0.00 2100000 1.51 0.00 0.00
8. SRS Hitech Projects Ltd. 2275000 1.63 0.00 2775000 1.99 0.00 0.36
9. SRS IT Solutions Pvt. Ltd. 5071725 3.64 0.00 5071725 3.64 0.00 0.00
10. SRS Professional Services Ltd. 5178200 3.72 0.00 5178200 3.72 0.00 0.00
11. BTL Holding Company Ltd. (2) 76485905 54.91 0.00 76735905 55.09 0.00 0.18
12. Vinod Kumar 100 0.00 0.00 100 0.00 0.00 0.00
13. Vinod Jindal 20000 0.01 0.00 20000 0.01 0.00 0.00
14. Naresh Kumar Goyal 45000 0.03 0.00 45000 0.03 0.00 0.00
15. Jitender Kumar Garg 45000 0.03 0.00 45000 0.03 0.00 0.00
16. Sunil Jindal 168100 0.12 0.00 214100 0.15 0.00 0.03
17. Bishan Bansal 778500 0.56 0.00 778500 0.56 0.00 0.00
18. Raju Bansal 1811500 1.30 0.00 1811500 1.30 0.00 0.00
19. Anil Jindal 6710800 4.82 0.00 6710800 4.82 0.00 0.00
TOTAL 103136130 74.04 0.00 103136130 74.04 0.00 0.00

iii) Change in Promoters' Shareholding

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1. Raju Gupta No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 200 0.00 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 200 0.00 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

2. Praveen Kumar Kapoor No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 46000 0.03 103136130 74.04
Inter Promoter Transfer because of disassociation with the Company - 17.05.2014 (46000) (-3) - -
At the end of the year (or on the date of separation if separated during the year) NIL 0.00 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

3. Sunita Mangla No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 265400 0.19 103136130 74.04
Sale of Shares through inter promoter transfer-15.04.2014 (15400) (0.01) - -
Inter Promoter Transfer because of disassociation with the Company - 25.02.2015 (250000) (0.18) - -
At the end of the year (or on the date of separation if separated during the year) NIL 0.00 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

4. Rajesh Mangla No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 484600 0.35 103136130 74.04
Purchase of Shares through inter promoter transfer-15.04.2014 15400 0.01 - -
Inter Promoter Transfer because of disassociation with the Company - 22.04.2014 (500000) (0.36) - -
At the end of the year (or on the date of separation if separated during the year) NIL 0.00 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

5. SRS Real Estate Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 100 0.00 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 100 0.00 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

6. Neelabh Engineers Private Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1650000 1.18 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1650000 1.18 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

7- Madhav Tech India Pvt. Ltd. No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 2100000 1.51 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 2100000 1.51 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

8. SRS Hitech Projects Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 2275000 1.63 103136130 74.04
Inter Promoter Transfer - 22.04.2014 500000 0.36 - -
At the end of the year (or on the date of separation if separated during the year) 2775000 1.99 103136130 74.04
Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

SRS IT Solutions Private Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 5071725 3.64 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 5071725 3.64 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

10. SRS Professional Services Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 5178200 3.72 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 5178200 3.72 103136130 74.04
Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

11. BTL Holding Company Ltd. No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 76485905 54.91 103136130 74.04
Inter Promoter Transfer - 25.02.2015 250000 0.18 - -
At the end of the year (or on the date of separation if separated during the year) 76735905 55.09 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

12. Vinod Kumar No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 100 0.00 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 100 0.00 103136130 74.04
Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

13. Vinod Jindal No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 20000 0.01 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 20000 0.01 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

14. Naresh Kumar Goyal No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 45000 0.03 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 45000 0.03 103136130 74.04
Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

15. Jitender Kumar Garg No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 45000 0.03 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 45000 0.03 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

16. Sunil Jindal No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 168100 0.12 103136130 74.04
Inter Promoter Transfer - 17.05.2014 46000 0.03 - -
At the end of the year (or on the date of separation if separated during the year) 214100 0.15 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

17. Bishan Bansal No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 778500 0.56 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 778500 0.56 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

18. Raju Bansal No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1811500 1.30 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1811500 1.30 103136130 74.04

 

Sl. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

19. Anil Jindal No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 6710800 4.82 103136130 74.04
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 6710800 4.82 103136130 74.04

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors Promoters andholders of GDRs & ADRs)

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1. Union Bank of India No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 2586200 1.86 15879343 11.40
Sale of Shares (286094) (0.21)
05.09.2014 - 10000
12.09.2014 - 24200
19.09.2014 - 22980
30.09.2014 - 114925
21.11.2014 - 103989
05.12.2014 - 10000
At the end of the year (or on the date of separation if separated during the year) 2300106 1.65 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

2. Punjab National Bank No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1724100 1.24 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1724100 1.24 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Bank of Baroda No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1712549 1.23 15879343 11.40
Sale of Shares (1712549) (1.23) - -
16.05.2014 - 101995
23.05.2014 - 127712
30.05.2014 - 76803
06.06.2014 - 132093
13.06.2014 - 120818
30.06.2014 - 38879
04.07.2014 - 84712
11.07.2014 - 15000
29.08.2014 - 150000
05.09.2014 - 267035
12.09.2014 - 36223
19.09.2014 - 3000
30.09.2014 - 258279
24.10.2014 - 10000
07.11.2014 - 190000
05.12.2014 - 74097
12.12.2014 - 25903
At the end of the year as on 12.12.2014 NIL NIL 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

4. Bennett Coleman and Company Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1654809 1.19 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1654809 1.19 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

5. Fortune Credit Capital Ltd.* No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1537413 1.10 15879343 11.40
Purchase of Shares 98500 0.07
04.04.2014 - 85000
25.07.2014 - 13500
Sale of Shares (925037) (0.66)
05.09.2014 - 410890
19.09.2014 - 112276
30.09.2014 - 227340
31.10.2014 - 78000
05.12.2014 - 96531
Purchase of Shares 154196 0.11
06.02.2015 - 154196
At the end of the year (or on the date of separation if separated during the year) 865072 0.62 15248187 10.95

* Not in Top Ten Shareholders as on 31.03.2015

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

6. Wind Pipe Finvest Pvt. Ltd.* No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 0 0.00 15879343 11.40
Purchase of Shares 1513000 1.09
07.09.2014 - 700000
07.11.2014 - 95000
14.11.2014 - 703000
27.03.2015 - 15000
At the end of the year (or on the date of separation if separated during the year) 1513000 1.09 15248187 10.95

* Not in Top Ten Shareholders as on 01.04.2014

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

7. Olympia Builders Private Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1450882 1.04 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1450882 1.04 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

8. Integrated Financial Services Limited* No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 0 0.00 15879343 11.40
Purchase of Shares 31.03.2015 - 1391900 1391900 1.00
At the end of the year (or on the date of separation if separated during the year) 1391900 1.00 15248187 10.95

* Not in Top Ten Shareholders as on 01.04.2014

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

9. W.L.D. Investments Private Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1346501 0.97 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1346501 0.97 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

10. Cains Traders Private Limited No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1338000 0.96 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1338000 0.96 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

11. Central Bank of India No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1328180 0.95 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1328180 0.95 15248187 10.95

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

12. Dream Success Finlease Pvt. Ltd. No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1200709 0.86 15879343 11.40
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1200709 0.86 15248187 10.95

v) Shareholding of Directors and Key Managerial Personnel

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1. Dr. Anil Jindal (Chairman) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 6710800 4.82 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 6710800 4.82 8852875 6.35

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

2. Sh. Sunil Jindal (Managing Director) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 168100 0.12 8761875 6.29
Inter Promoter Transfer - 17.05.2014 46000 0.03 - -
At the end of the year (or on the date of separation if separated during the year) 214100 0.15 8852875 6.35

 

Sl. No. Shareholder's Name

Shareholding beginning at the of the year

Cumulative Shareholding during the year

3. Sh. Raju Bansal (Whole-Time Director) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1811500 1.30 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 1811500 1.30 8852875 6.35

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

4. Sh. Vinod Kumar (Whole-Time Director) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 100 0.00 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 100 0.00 8852875 6.35

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

5. Sh. Jitender Kumar Garg (Non-Executive Director) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 45000 0.03 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 45000 0.03 8852875 6.35

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

6. Sh. Naresh Kumar Goyal* (Non-Executive Director) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 45000 0.03 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 45000 0.03 8852875 6.35

*Appointed as Whole-Time Director on 10th October 2014 and redesignated as Director w.e. f. 1st February 2015. Resigned from Directorship on 25th April 2015.

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

7. Sh. Shiv Mohan Gupta (Independent Director) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 13625 0.010 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 13625 0.010 8852875 6.35

 

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

8. Dr. Navneet Kwatra (C.O.O. & Company Secretary) No. of Shares % of Total Shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 12750 0.009 8761875 6.29
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
At the end of the year (or on the date of separation if separated during the year) 12750 0.009 8852875 6.35

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding Deposits Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
i. Principal Amount 45464.31 26.93 3797.32 49288.56
ii. Interest due but not paid - - - -
iii. Interest accrued but not due 0.60 - 167.32 167.92
Total (i + ii + iii) 45464.91 26.93 3964.64 49456.48
Change in indebtedness during the financial year
• Addition 6836.67 - 7968.91 14805.58
• Reduction (279.26) (13.11) (3422.48) (3714.85)
Net Change 6557.41 (13.11) 4546.43 11090.73
Indebtedness at the end of the financial year
i. Principal Amount 51918.81 13.82 8276.50 60209.13
ii. Interest due but not paid - - - -
iii. Interest accrued but not due 103.51 - 234.57 338.08
Total (i + ii + iii) 52022.32 13.82 8511.07 60547.21

VI. Remuneration Of Directors And Key Managerial Personnel

A. Remuneration to Managing Director Whole-Time Directors and/or Manager

Sl. No. Particulars of Remuneration Dr. Anil Jindal Sh. Sunil

Jindal

Sh. Raju Bansal Sh. Vinod

Kumar

Sh. Naresh Kumar Goyal Total Amount
(Executive Chairman) (Managing Director) (Whole-Time Director) (Whole-Time Director) (Whole-Time Director)
1. Gross Salary
a) Salary as per provisions contained in section 17 (1) of the Income Tax Act 1961 17496000 4200000 2715600 2985600 280604 27677804
b) Value of perquisites u/s 17 (2) of the Income Tax Act 1961 - - - - - -
c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2. Stock Option NIL

NIL

NIL

NIL

NIL NIL
3. Sweat Equity

NIL

NIL

NIL

NIL

NIL

NIL

4. Commission

NIL

NIL

NIL

NIL

NIL

NIL
- As % of Profit
- Others specify
5. Others

462000

NIL

NIL

NIL

NIL NIL
Total(A) 17958000 4200000 2715600 2985600 280604 28139804
Ceiling as per the Act 51900469

B. Remuneration to other Directors

(In Rs)

Sl. No. Particulars of Remuneration Sh. Shiv Mohan Gupta Sh. Praveen Gupta Sh. Nishant Goel Sh. Jogindar Lal Chhabra Total Amount
1. Independent Directors
• Fees for attending Board Meetings 90000 90000 84000 84000 348000
• Fees for attending committee meetings 15000 12500 NIL 22500 50000
• Commission
• Others
Total (1) 105000 102500 84000 106500 398000

 

Sl. No. Particulars of Remuneration Sh. Kailash Tayal* Sh. Lalit Kumar Mrs. Anjali Trehan Mrs. Divya Gupta Total Amount
2. Independent Directors
• Fees for attending Board Meetings 18000 84000 66000 42000 210000
• Fees for attending committee meetings 5000 17500 7500 5000 35000
• Commission
• Others
Total(2) 23000 101500 73500 47000 245000

* Resigned from directorship on 17th June 2014.

Sl. No. Particulars of Remuneration Sh. Jitender Kumar Garg Sh. Ankit Garg Sh. Naresh Kumar Goyal Total Amount
3- Other Non-Executive Directors
• Fees for attending Board Meetings 90000 78000 NIL 168000
• Fees for attending committee meetings 10000 2500 NIL 12500
• Commission
• Others
Total(3) 100000 80500 NIL 180500
Total (B=1+2+3) 823500
Total Managerial Remuneration (A+B) 28963304

Overall ceiling as per the Act For Executive Directors - Rs. 51900469 forNon-Executive

/ Independent Directors - Rs. 100000 for attending each meeting of Board of Directorsor committee meetings.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(In Rs)

Key Managerial Personnel

Sl. No. Particulars of Remuneration Company Secretary CFO Total
1. Gross Salary
d) Salary as per provisions contained in section 17 (1) of the Income Tax Act 1961 1618464 1591260 3209724
e) Value of perquisites u/s 17 (2) of the Income Tax Act 1961 - - -
f) Profits in lieu of salary under section 17 (3) of the Income Tax Act 1961 - - -
2. Stock Option NIL NIL NIL
3. Sweat Equity

NIL

NIL

NIL

4. Commission

NIL

NIL

NIL
- As % of Profit
- Others specify
5. Others

NIL

NIL

NIL

Total 1618464 1591260 3209724

VII. Penalties/Punishment/Compounding of Offences:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/ Court) Appeal made (if any)
A. Company
Penalty

NIL

Punishment
Compounding
B. Directors
Penalty

NIL

Punishment
Compounding
C. Other Officers in Default
Penalty

NIL

Punishment
Compounding

Annexure IV to Board's Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company's CSR policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR Policy andprojects or programs

The CSR Policy is adopted by the Board of Directors in their meeting held on 26thAugust 2014.

The brief details of the policy are as follows:

SRS is a relationship-driven entity which deeply values the direct and indirect roleplayed by varied elements of the society in its success. As a conscientious corporatecitizen that works with a human touch it believes in going beyond business to creategoodness all around. This sentiment is well captured in our vision for CSR: "Enhancethe quality of life of people by providing them with key skills aid and support to make amarked change in their living conditions putting in place a sustainable advantage toenable them live an empowered life. As a result help in creating a lasting human socialeconomic and cultural capital for the society."

CSR POLICY

The CSR Policy of the SRS Limited is to:

• Eradicating hunger poverty and malnutrition promoting preventive health careand sanitation and making available safe drinking water;

• Promoting education including special education and employment enhancingvocational skills especially among children women elderly and the differently abled andlivelihood enhancement projects;

• Promoting gender equality empowering women setting up homes and hostels forwomen and orphans; setting up old age homes day care centres and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically backward groups;

• Ensuring environmental sustainability ecological balance protection of floraand fauna animal welfare agro forestry conservation of natural resources andmaintaining quality of soil air and water;

• Protection of national heritage art and culture including restoration ofbuildings and sites of historical importance and works of art; setting up publiclibraries promotion and development of traditional arts and handicrafts;

• Measures for the benefit of armed forces veterans war widows and theirdependents;

• Training to promote rural sports nationally recognized sports Paralympicsports and Olympic sports;

• Contribution to the Prime Minister's National Relief Fund or any other fund setup by the Central Government for socio-economic development and relief and welfare of theScheduled Castes the Scheduled Tribes other backward classes minorities and women;

• Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;

• Rural development projects; and

• Slum area development.

Apart from this the CSR Policy shall retain a dynamic outlook and shall take a call onthe sectors activities and areas for focus with a view to maximize the productivity fromsuch efforts. SRS will also have the option to partner with complimentary governmentalbodies NGOs industry bodies proven social welfare experts etc. so as to create a moresynergistic CSR plan.

2. Composition of CSR committee as on 31st March 2015

Name Designation
Sh. Lalit Kumar (Independent Director) Chairman
Dr. Anil Jindal Member
Sh. Raju Bansal Member

3. Average Net Profit of the Company for last three financial years

Average Net Profits - Rs.508829140/-

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

CSR Expenditure -Rs.10176583/-

5. Details of CSR spent during the financial year:

a) Total amount spent for the financial year: Rs.1 04 31895/-

b) Amount unspent if any: Nil

a) Manner in which the amount spent during the financial year is detailed below:

Sl. No. CSR Project or activity identified Sector in which the project is covered Projects or programes 1) Local area or other 2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub Heads: 1) Direct Expenditure on projects or programs 2) Overheads (In Rs) Cumulative expenditure upto the reporting period (In Rs) Amount spent: Direct or through implementing agency
1. Amount spent under the Scheme 'SRS-Swachchh Faridabad-Smart Faridabad' for the cleanliness of Sector-14 Faridabad Sector-14 Faridabad Local Area Total Amount 10167000/- 6724150/- 6724150/- Through Implementing Agency-SRS Social Welfare Association
2. Amount spent under the Scheme 'SRS-Swachchh Faridabad-Smart Faridabad' for purchase of equipments for RWA Sector-14 Faridabad Local Area 515769/- 7239919/- Directly by the Company
3. Amount spent under the Scheme 'Beti Bachao Beti Padhao' for education of girl child and given to parents on birth of a girl child Local Area 1445444/- 8685363/- Through Implementing Agency- SRS Social Welfare Association
4. Development of Village Ferozepur Kalan situated in District Faridabad Local Area 1746532/- 10431895/ Through Implementing Agency- SRS Social Welfare
Association

The CSR Committee confirms that the implementation and monitoring of the CSR policy isin compliance with the CSR objectives and policy of the Company.

(Sunil Jindal) (Lalit Kumar)
Managing Director Chairman-CSR Committee