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SRS Finance Ltd.

BSE: 536799 Sector: Financials
NSE: N.A. ISIN Code: INE002J01019
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VOLUME 470
52-Week high 19.55
52-Week low 7.71
P/E
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SRS Finance Ltd. (SRSFINANCE) - Director Report

Company director report

To

The Shareowners

The Directors of your Company are pleased to present the 22 Annual Report of theCompany for the financial year 2015-16 along with the audited statement of accounts.

FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the yearended 31 March 2016 are as follows: -

(Amount in Lacs)
Particulars 31.03.2016 31.03.2015
Gross Sales/Operational Revenues 5294.43 7638.09
Other Income 13.38 6.99
Total Income 5307.81 7645.08
Profit/(Loss) before Finance Cost Depreciation & Amortization 1816.15 2450.23
Expense and Tax
Finance Cost 1272.64 1475.95
Profit/(Loss) before Depreciation & Tax 543.50 974.28
Depreciation & Amortization Expense 20.93 22.78
Profit/(Loss) before Tax 522.57 951.50
Provision for Tax
- Current 257.04 181.11
- MAT Credit 0.00 (43.87)
- Deferred Tax (67.40) 161.23
- Earlier Years 0.15 17.03
Profit after Tax 332.77 636.00
Amount transferred to Special Reserve u/s 45-IC of RBI Act 1934 66.55 127.20
Earning Per Share (Rs.)
- Basic 0.339 0.648
- Diluted 0.339 0.648

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Your Company had a decline in its key indicators such as turnover and profitability. AtRs.5307.81 Lacs the total income showed a decline of 30.57% as compared to Rs.7645.08Lacs in the previous year. PAT also stands at Rs.332.77 Lacs as compared to Rs.636.00 Lacsin the previous year.

DIVIDEND

Yours Directors have considered it financially prudent in the long term interest of theCompany to reinvest the profits to build a strong reserve base and grow the business ofthe Company. No dividend has therefore been recommended for the year ended 31 March2016.

TRANSFER TO RESERVES

It has been proposed to transfer Rs.66.55 Lacs to Special reserve under section 45-ICof RBI Act 1934.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act 2013 Sh. Naveen KumarTayal is due to retire by rotation at the forthcoming Annual General Meeting of theCompany and being eligible offers himself for re-appointment as Director of the Company.

Dr. Anil Jindal has resigned from the directorship of the Company on 4 November 2015.The Board places on record its sincere

appreciation for the services rendered by Dr. Anil Jindal during his tenure ofdirectorship. Sh. Deepak Garg was appointed as an Additional (Non-Executive) Director ofthe Company on 4 November 2015. His tenure of office expires at the forthcoming AnnualGeneral Meeting and he is eligible for reappointment.

Due to other preoccupations Ms. Shubhra Agrawal has resigned from the directorship ofthe Company on 2 March 2016. The Board places on record its sincere appreciation for theservices rendered by Ms. Shubhra Agrawal during her tenure of directorship.

Sh. Bishan Bansal was appointed as Managing Director & CEO of the Company on 20June 2016 (after receiving prior approval from

Reserve Bank of India vide its letter dated 10 June 2016) subject to approval of themembers in the ensuing Annual General Meeting.

Due to other preoccupations Sh. Ankit Sachdeva had resigned from the position ofManaging Director & CEO of the Company vide his letter dated 8 April 2016. Howeverthe prior approval from Reserve Bank of India was received on 10 June 2016 thereforehis resignation was accepted in the Board Meeting held on 20 June 2016. The Board placeson record its sincere appreciation for the services rendered by Sh. Ankit Sachdeva duringhis tenure of directorship.

Pursuant to the provisions of Section 149 150 152 and other applicable provisions ofthe Companies Act 2013 read with Rule 3 of theCompanies (Appointment & Qualificationof Directors) Rules 2014 Ms. Tanu Kwatra have been appointed as an additional(Independent) Director of the Company to hold office for five consecutive years w. e. f.31 March 2016 upto 30 March 2021 not liable to retire by rotation. Her tenure of officeexpires at the forthcoming Annual General Meeting and she is eligible for reappointment.

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 & Qualification of Directors) Rules 2014 Ms. Aarti Madaanhas been appointed as an additional (Independent) Director of the Company to hold officefor five consecutive years w. e. f. 20 June 2016 upto 19 June 2021 not liable to retireby rotation. Her tenure of office expires at the forthcoming Annual General Meeting andshe is eligible for reappointment.

Due to other preoccupations Sh. Kailash Tayal has resigned from the directorship ofthe Company on 20 June 2016. The Board places on record its sincere appreciation for theservices rendered by Sh. Kailash Tayal during his tenure of directorship.

Notices under Section 160 of the Companies Act 2013 have been received from membersintending to propose the appointment of Directors of the Company at the ensuing AnnualGeneral Meeting.

A brief resume of these Directors the nature of expertise in specific functional areasand names of Companies in which they hold

Directorship and/or Membership/Chairmanship of Committees of the Board as stipulatedunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed with the Notice calling 22 Annual General Meeting of the Company.

All the Independent Directors have given a declaration under sub-section (6) of Section149 of the Companies Act 2013 confirming their independence dated 31 March 2016.

Sh. Bishan Bansal Managing Director & CEO and Sh. Naveen Kumar Tayal Whole- TimeDirector & CFO are not receiving any commission/remuneration from the Company or anyother Company of SRS Group.

NUMBER OF BOARD MEETINGS

During the year under review Nineteen (19) Board Meetings were held .The meeting ofIndependent Directors was held on 31 March 2016. The details of Board meetings and theattendance of Directors in such meetings are given in the Corporate Governance Reportforming part of this Annual Report. The maximum gap between any two meetings was not morethan one hundred and twenty days.

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) ofthe Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 there are no employees drawing remuneration inexcess of the limits set out in the said rules.

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 of Managerial Personnel) Rules 2014 areprovided herein below:-

(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the year 2015-16:

S. No. Name of Directors Nature of Directorship Ratio
(i) Sh. Ankit Sachdeva* Managing Director & CEO 3.4:1
(ii) Sh. Naveen Kumar Tayal Whole-Time Director & CFO 3.4:1

*resigned on 20.06.2016

(ii) the percentage increase in remuneration of Managing Director & CEO Whole-TimeDirector & CFO and Company Secretary in the financial year

S. No. Name of Directors/KMPs Category % increase
(i) Sh. Ankit Sachdeva* Managing Director & CEO* 32
(ii) Sh. Naveen Kumar Tayal Whole-Time Director & CFO 39
(iii) Ms. Rakhi Mehta Company Secretary 7.5

th

*resigned on 20 June 2016

There was no increase in the remuneration of non-executive directors by way of sittingfees for attending board/committee meetings for the financial year 2015-2016. No profitlinked commission is paid to non-executive independent directors of the company.

(iii) the percentage increase in the median remuneration of employees in the financialyear: 31.4 %

(iv) the number of permanent employees on the rolls of Company as on 31 March 2016: 14

(v) the ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

S. No. Name of Employees Ratio
(i) Ms. Ritu Raaj Garg 1:1.3
(ii) Mr. Jitin Sadana 1:1.2

vi) It is affirmed that the remuneration is as per the Remuneration Policy of theCompany.

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 the Corporate Governance Report.

REMUNERATION POLICY

Information regarding Remuneration Policy for Directors KMP & other Employees isgiven 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 the Companies Act 2013 is given in theCorporate Governance Report.

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to section 186 (11) of the Companies Act 2013 ('the Act') the provisions ofsection 186(4) of the Act requiring disclosure in the financial statement of the fullparticulars of the loans made and guarantees given or securities provided by a Non-BankingFinancial Company in the ordinary course of its business and the purpose for which theloan or guarantee or security is proposed to be utilized by the recipient of the loan orguarantee or security are exempted from disclosure in the Annual Report.

Further the details of investments made by the Company are given in Note No.2.9 to theFinancial Statement.

RELATED PARTY TRANSACTIONS

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 Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 hence there are no details to be disclosed in Form AOC-2in that regard.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE AND BRANCHES

The Company has no subsidiary Companies or joint ventures as at 31 March 2016. As on31 March 2016 there were no associate Companies and therefore annexing of report inForm AOC-1 relating to salient features of associates companies is not applicable.Thedetails of Companies ceased to be the associate Companies is as follows:-

(i) SRS Modern Sales Limited (upto 29.12.2015)

(ii) SRS Bright Retail Limited (Formerly known as SRS E-Retail Limited)(upto03.11.2015)

(iii) SRS Entertainment India Limited (Formerly known as SRS EntertainmentLimited)(upto 01.01.2016)

CREDIT RATING

Brickwork Ratings India Pvt. Ltd. the Credit Rating Agency has assigned creditratings for the Company's Bank Loan Facilities as BWR BBB (with a stable outlook)(Pronounced as BWR Triple B) valid upto 4 November 2016.

Earlier SMERA Ratings Limited had awarded ratings to the Bank Facilities of the Companyas BBB- on 3 March 2015 for a period of one year. The tenure of the said ratings expiredon 2 March 2016 and the Company has not approached SMERA Ratings Limited for renewal.However SMERA Ratings Limited downgraded the ratings for the Company's Bank LoanFacilities from SMERA BBB- to SMERA D. The Company has not accepted such rating and iscontemplating surrender of rating which is under process.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such no amount ofprincipal or interest was outstanding as on the date of the Balance Sheet for the yearended 31st March 2016.

AUDITORS

Statutory Auditors

The members are requested to approve the appointment of M/s. SVP & AssociatesChartered Accountants as Statutory Auditors of the Company from the conclusion of thisAGM until the conclusion of the Fourth consecutive AGM subject to the ratification inevery AGM . M/s. SVP & Associates were appointed as Statutory Auditors to fill thecasual vacancy cause by resignation of M/s. Naresh Jai & Associates.

Internal Auditors

M/s LAA & Associates have been appointed as the Internal Auditors of the companyconsequent to the resignation tendered by M/s Sachin S C Singhal & Associates statingtheir inability to continue as the internal auditors of the company due to theirpreoccupation in other assignments.

AUDITORS' REPORT

Auditors of the Company have not expressed any qualification in their report and notesto accounts where ever given are self-explanatory

The auditors have not reported any incident of fraud to the Audit Committee during thefinancial year 2015-16.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. Savita TrehanPracticing Company Secretary (FCS No.4374) has been appointed to conduct the SecretarialAudit of the Company.

The secretarial audit report for the F.Y 2015-16 in the prescribed form MR-3 given byMs. Savita Trehan is enclosed as "Annexure-I" to this report. The reportis self-explanatory and do not call for any further comments.

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

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review your Company has complied with all the applicableregulations and directions of the Reserve Bank of India.

As per the FAQ section (Updated as on July 04 2016) at the RBI Website it is quotedthat "CICs in a group would not be considered for aggregating the assets of multipleNBFCs in a group under the circular. Instructions contained in the Core InvestmentCompanies (Reserve Bank) Directions 2011 dated January 5 2011 shall be applicable toCICs in this regard."

Taking into consideration the above mentioned point of the FAQ's we are complying withthe provisions of Non-Systemically Important

Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions 2015.

During the year under review two fraud cases were detected under the category-Cheating and Forgery- By outsiders- less than Rupees One Lac (being amount of Rs.5000/-)which were noted by the Board and of which proper action was taken and caution noticeagainst such fraudulent activities is uploaded on the website of the Companywww.srsparivar.com

EXTRACT OF ANNUAL RETURN

The extract of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 and rule 12(1) of the

Companies (Management and Administration) 2014 as "Annexure- II" isattached to this report.

RISK MANAGEMENT

The Board of Directors is responsible for identifying evaluating and managing allsignificant risks faced by the Company. The Board approved Risk Management policyestablishes the guiding principles by which key risks are managed across the organization.The Board monitors and reviews the implementation of various aspects of the RiskManagement policy through a duly constituted Risk Management Committee (RMC). The RMCassists the Board in its oversight of the Company's management of key risks includingstrategic and operational risks as well as the guidelines policies and processes formonitoring and mitigating such risks under the aegis of the overall business riskmanagement framework. In the opinion of the Board none of the risks faced by the Companythreaten its existence.

VIGIL MECHANISIM

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

LISTING AGREEMENT

The Company has adopted New Listing Agreement as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with BSE in the Board Meeting held on 2February 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "corporate social responsibility" (CSR) thecompany has contributed funds for providing food to Kodi Ashram & Garib Basti- forpoor children under eradication of hunger.

The Annual Report on CSR activities is annexed herewith as: "Annexure III"

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. These are in accordancewith generally accepted accounting principles in India. Changes in policies if any areapproved by the Audit 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 at unit level. It ensures prevention and deterrence towards the commissioningof acts of sexual harassment and communicates procedures for their resolution andsettlement. A Committee has been constituted in accordance with the requirements under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013which ensures implementation and compliance with the Law as well as the policy at unitlevel.

During the year under review there were no cases filed 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.

GENERAL DISCLOSURES

Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and

Your Company has not issued any shares (including sweat equity shares) under ESOSscheme for its employees/Directors

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of the activities of the Company does not give much scope for introducingmeasures for energy conservation and technology absorption and hence there is nothing toreport under the above head Foreign Exchange earning & outgo: NIL

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting the financial position of the Companyhave occurred after the end of the financial year 2015-16 and till the date of thisreport.

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 31 March 2016the applicable accounting standards had been followed along with proper explanationrelating to material departures; (b) that the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period; (c) that the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) that the directors had prepared the annual accounts on a goingconcern basis; (e) that the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and (f) that the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance together with the certificate from Ms. SavitaTrehan Practicing Company Secretary [FCS No.4374] confirming the compliance of theCorporate Governance is attached to this report for information of the Members as

"Annexure-IV".

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 is attached to this report forinformation of the Members.

ACKNOWLEDGMENT

The Directors of your Company wish to place on record their thanks & gratitude tothe Government Authorities Bankers Stock Exchanges RBI and other Financial Institutionsand place on record their sincere appreciation for the efforts put in by the employees atall levels and cooperation extended by all those associated with the Company.

Place: Faridabad On Behalf of the Board
Date: 24 August2016 For SRS Finance Ltd.
(Bishan Bansal) (Naveen Kumar Tayal)
Managing Director & CEO Whole-Time Director & CFO
DIN 00013705 DIN 06862109

Annexure-I to Boards Report

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

SRS FINANCE LIMITED

SRS Tower3063 Floor

Near Metro Station Mewla Maharajpur

G.T.RoadFaridabad.

I have conducted the Secretarial Audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by M/s. SRS FINANCE LIMITED(CIN:L74899HR1994PLC040440) (hereinafter called the "Company"). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit

I hereby report that in my opinion the company has during the audit period coveringthe financial year ended on 31 March 2016 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance- mechanismis in place to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. SRS FINANCE LIMITED for the financial year ended on 31 March2016 according to the provisions of:

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

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

(iii) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') viz. :- a. The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; b. TheSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015;c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; d. The Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations 2015 (iv) The following lawsregulations directions orders applicable specifically to the Company- a. The ReserveBank of India Act1934. b. Non Banking Financial Companies(Non- Deposit Accepting orHolding)Prudential Norms(Reserve Bank) Directions 2007 as amended from time to time. c.Non-Banking Financial Companies Auditor's Report (Reserve Bank)Directions 2008. d. Returnsto be submitted by NBFCs as issued by Reserve Bank of India. e. Guidelines on CorporateGovernance issued by Reserve Bank of India for NBFCs.

And hereby certify that the Company has made compliance with all applicable provisionsof the above said Acts and Regulations/Directions.

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

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

(ii) Listing Agreement entered into by the Company with the BSE Limited read with SEBI(LODR) Regulations 2015 .

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above.

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 (Registrar to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with Client;

e) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

f) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings.

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 alldirectors to schedule the Board Meetings agenda and detailed notes on agenda weregenerally sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand 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 the Board 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 no specific events/actions were taken bythe company which has major bearing on the Company’s affairs in pursuance of the actrules regulations guidelines standards etc.

Date-24 August 2016
Place-Faridabad (SAVITA TREHAN)
Practicing Company Secretary
FCS No. 4374
CP No. 2569

Note: This report is to be read with the notes of even date which is annexed asAnnexure A and forms an integral part of this report.

‘Annexure A'

To

The Members

SRS FINANCE LIMITED

SRS Tower 306 3 Floor

Near Metro Station Mewla Maharajpur

G.T.Road Faridabad.

Dear Sir/Ma'm

My Secretarial Audit Report for the financial year 2015-16 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. Theverification 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. Where ever required I have obtained the Management representation about thecompliance of 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-24 August 2016
Place-Faridabad
(SAVITA TREHAN)
Practicing Company Secretary
FCS No. 4374
CP No. 2569

Annexure-III to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the company's CSR policy including overview of projectsor programmes proposed to be undertaken. CSR policy is stated herein below:

CSR Policy

(Approved by the Board of Directors on 04.09.2014)

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."

The CSR Policy of the SRS Finance Ltd. is to:

- Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water;

- Promoting education including special education and employment enhancing vocationalskills especially among children women elderly and the differently abled and livelihoodenhancement projects;

- Promoting gender equality empowering women setting up homes and hostels for womenand orphans; setting up old age homes day care centres and such other facilities forsenior citizens and measures for reducing inequalities faced by socially and economicallybackward groups;

- Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agro forestry conservation of natural resources and maintainingquality of soil air and water;

- Protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public librariespromotion and development of traditional arts and handicrafts

- Measures for the benefit of armed forces veterans war widows and their dependents;

- Training to promote rural sports nationally recognized sports Paralympic sports andOlympic sports;

- Contribution to the Prime Minister's National Relief Fund or any other fund set up bythe 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

Name of Member Designation
Sh. Bishan Bansal Chairman
Sh. Naveen Kumar Tayal Member
Ms. Tanu Kwatra Member

3. Average net profit of the company for last three financial years:

Average net profit: Rs. 65 57367/-

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

The company is required to spend Rs. 1 31147/-

5. Details of CSR spend for the financial year: a) Total amount spent for thefinancial year: Rs. 1 35849/- b) Amount unspent if any: Nil c) Manner in whichthe amount spent during the financial year is detailed below: Whole amount was spent inthe following manner:-

S. No. CSR Project/Activity identified Sector in which the project is covered Location Amount outlay (budget) (in Rs.) Amount spent on the project (in Rs.) Amount spent: Direct or through implementing agency
1. Food provided to Kodi Ashram & Garib Basti- for poor children Eradicating hunger poverty and malnutrition Kodi Ashram & Garib Basti- Faridabad 1 31147/- 1 35849/- 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.

(Naveen Kumar Tayal) (Sh. Bishan Bansal)
Whole-Time Director & CFO Chairman-CSR Committee