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SRS Real Infrastructure Ltd.

BSE: 533305 Sector: Others
NSE: N.A. ISIN Code: INE953I01023
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VOLUME 5200
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52-Week low 10.09
P/E
Mkt Cap.(Rs cr) 470
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.70
Sell Qty 1000.00
OPEN 11.70
CLOSE 11.50
VOLUME 5200
52-Week high 35.25
52-Week low 10.09
P/E
Mkt Cap.(Rs cr) 470
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.70
Sell Qty 1000.00

SRS Real Infrastructure Ltd. (SRSREALINFRA) - Director Report

Company director report

To

The Shareowners

The Directors of your Company present the 26th Annual Report of your Companyfor the financial year 2015-16 along with the audited statement of accounts.

FINANCIAL RESULTS

During the year under review your Company registered a Net Loss of '219.68/- Lacs. TheSummary of the operating results is as under: -

Particulars 31.03.2016 31.03.2015
Revenue from Operations 75822.60 84147.88
Other Income 184.40 203.29
Total Income 76007.00 84351.17
Profit/(Loss) before Financial Expenses Depreciation and Tax 2264.27 3295.86
Financial Expenses 2331.02 2204.82
Profit/(Loss) before Depreciation & Tax (66.75) 1091.04
Depreciation 208.15 230.76
Profit/(Loss) before Tax (274.90) 860.28
Provision for Tax
- Current - 343.92
- Deferred Tax (59.58) 0.25
- Earlier year Tax 4.36 -
Profit/(Loss) after Tax (219.68) 516.11
Balance b/f from previous year 2769.31 2260.93
Adjustment of carrying amount of Tangible assets in accordance with Schedule-II of the Companies Act 2013 - (7.73)
Transfer from statement of profit and loss (219.68) 516.11
Amount carried to Balance Sheet 2549.63 2769.31
Face Value of Equity Share (Re.) 1.00 1.00
Earnings Per Share
Basic & Diluted (0.055) 0.13

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Due to overall slowdown in the economy particularly in the real estate sector yourCompany had a decline in its key indicators such as turnover and profitability. This yearyour Company has incurred loss of '219.68 Lacs.

DIVIDEND

The Company has incurred losses this year hence; your company doesn't recommend anydividend for the year under review.

As on 31st March 2016 an amount of '169567/- is lying as unclaimed inthe various Unpaid Dividend Accounts of the Company.

SHARE CAPITAL

The paid up equity capital as on March 312016 was '40 20 32000/-. Your Company hasneither issued equity shares with differential rights as to dividend voting or otherwise;nor issued any shares (including sweat equity shares) under ESOS/ESPS scheme for itsemployees/Directors.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act 2013 Sh. Rajesh Singlais due to retire by rotation at the forthcoming Annual General Meeting of the Company andbeing eligible offers himself for re-appointment as Director of the Company.

Sh. Ankit Garg has resigned from the directorship of the Company on 4thFebruary 2016. The Board places on record its sincere appreciation for the servicesrendered by Sh. Ankit Garg during his tenure of directorship.

SRS REAL INFRASTRUCTURE LTD.

DIRECTORS' REPORT

26th ANNUAL REPORT 2015-16

Due to other preoccupations Sh. Kailash Tayal has resigned from the directorship ofthe Company on 4th February 2016. The Board places on record its sincereappreciation for the services rendered by Sh. Kailash Tayal during his tenure ofdirectorship.

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 ofCommittees of the Board as stipulated under Regulation 36 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is annexed with the Notice calling 26thAnnual 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 31st March2016.

Sh. Jitender Kumar Garg Managing Director and Sh. Rajesh Singla Executive Directorsare not receiving any commission/remuneration from any Holding/Subsidiary Companies of theCompany.

NUMBER OF BOARD MEETINGS

During the year under review Nineteen (19) meetings of the Board of Directors wereheld. The details of Board meetings and the attendance of Directors in the meetings aregiven in the 'Corporate Governance Report' forming part of this Annual Report. The maximumgap between any two meetings was not more than one hundred and twenty days.

PERFORMANCE EVALUATION MECHANISM

Information on the manner in which formal annual evaluation has been made by the 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. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS Amountoutstanding as at 31st March 2016

(' in Crores)

Particulars Amount
Loans Given 1.77
Guarantees Given 562.15
Investments made 161.27

Loans Guarantees and Investments made during the Financial Year 2015-16

Name of Entity

Relation

A mou nt

Particulars of loans guarantees and investments Date of Board Meeting Purpose for which the loans guarantee and investments are made
SRS Healthcare & Research Centre Ltd. Group Company '115 Crore Guarantee 26.11.2015 Corporate Guarantee in favour of State Bank of India Banker of SRS Healthcare & Research Centre Ltd. to facilitate fund raising
SRS Finance Ltd. Group Company '15 Crore Guarantee 23.12.2015 Extension of Corporate Guarantee already given in favour of Bank of Baroda
SRS Real Estate Ltd. Subsidiary '18.9 Crore Guarantee 04.02.2016 Corporate Guarantee in favour of Union Bank of India Banker of SRS Real Estate Ltd. to facilitate fund raising

 

Name of Entity

Relation

A mou n t

Particulars of loans guarantees and investments Date of Board Meeting Purpose for which the loans guarantee and investments are made
SRS Real Estate Ltd. and SRS Retreat Services Ltd. Subsidiary '140 Crore Guarantee 03.03.2016 Corporate Guarantee in favour of LIC Financial Institution of SRS Real Estate Ltd. and SRS Retreat Services Ltd. to facilitate fund raising

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’slength basis. There being no ‘material’ related party transactions as definedunder the Companies Act 2013 read with Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 hence there are no details to be disclosed inForm AOC-2 in that regard.

CREDIT RATING

The Directors of your Company are pleased to report the Company’s credit ratingfor Fixed Deposit as assigned by Brickwork Ratings India Pvt. Ltd. is BWR FBBB

Further revised credit rating for Bank Loan facilities as assigned by BrickworkRatings India Pvt. Ltd. is as follows:-

1. Long Tem Cash Credit & Term Loan - BWR BBB
2. Short Term Bank Guarantee - BWR A3+

DETAILS OF SUBSIDIARY JOINT VENTURE & ASSOCIATE COMPANIES

Your Company has the following Companies as its Subsidiaries:-

(i) SRS Real Estate Ltd.

(ii) SRS Retreat Services Ltd.

(iii) SRS Automotive Components Pvt. Ltd.

(iv) SRS Mines Overseas Ltd.

(v) Grand Realtech Ltd. (Upto 03.03.2016)

(vi) SRS Natural Resources Ltd. (Upto 18.08.2015)

M/s SRS Lotus Projects Pvt. Ltd. is a Joint Venture company (Upto 25.04.2016)

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of a company’s subsidiaries associatecompany and joint venture is given in Form AOC-1 annexed as Annexure-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 ConsolidatedFinancial Statements for the year 2015-16.

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

FIXED DEPOSITS

The Company has not accepted Public Deposits/Fixed Deposits during the year underreview. Out of Public deposits accepted under the Companies Act 1956 Rs.2.86 Crores wasoutstanding towards maturity of principal as on 31st March 2016.

AUDITORS

Statutory Auditors

M/s. S.S. Kothari Mehta & Co. Chartered Accountants Joint Statutory Auditors haveresigned and therefore M/s. SVP & Associates Chartered Accountants are appointed asStatutory Auditor (not being the Joint Statutory Auditor). The members are requested toapprove the appointment of M/s. SVP & Associates Chartered Accountants as StatutoryAuditors of the Company from the conclusion of this AGM until the conclusion of the Fourthconsecutive AGM subject to the ratification in every AGM.

Internal Auditors

M/s Satish K. Kapoor & Co. have been appointed as the Internal Auditors of theCompany consequent to resignation tendered by M/s Sachin S C Singhal & Associatesstating their inability to continue as the Internal Auditors of the Company due to theirpreoccupation in other assignments.

Cost Auditors

As per the Cost Audit Orders Cost Audit is applicable to the Construction Industry

In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Ashok Kumar & Associates Cost Accountants have beenappointed as Cost Auditors to conduct the audit of cost records of your company for thefinancial year 2015-16.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairswithin the stipulated time period.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Ms. Savita Trehan Company Secretary in practice to undertake the SecretarialAudit of the Company.

Secretarial Audit Report for the year 2015-16 given by Ms. Savita Trehan in theprescribed form MR-3 is annexed to this Report as

Annexure-II.

AUDITORS’ REPORT

The Joint Statutory Auditors M/s. S.S. Kothari Mehta & Co. Chartered Accountantsand M/s SVP & Associates Chartered Accountants and Secretarial Auditor Ms. SavitaTrehan have given the following qualification in their Audit Report :

Deposit Repayment Reserve Account (maintained as Fixed deposits) at the close of theyear required to be maintained under Section 73(2)(c) of the Companies Act 2013 equal to15% of the deposits maturing in the next financial year was found short by '45 Lacs.

Management’s View

Due to overall slowdown in the economy and especially in the real estate industrythere has been liquidity crunch in the Company and thus the Company was not able tomaintain Deposit Repayment Reserve as required under the provisions of the Companies Act2013 and Rules made there under.

The Board is hopeful that for strengthening the position of the Company it shall befocusing on faster execution and delivery of the Company’s ongoing projects.

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

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure- III.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereare no employees drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under 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 2015-16:

S. No. Name of Directors Nature of Directorship Ratio
(i) Sh. Jitender Kumar Garg Managing Director 9:6:1
(ii) Sh. Rajesh Singla Whole-Time Director & CFO 5:8:1

(ii) the percentage increase in remuneration of Managing Director Whole-Time Director& CFO and Company Secretary in the financial year 2015-16

S. No. Name of Directors Category % increase
(i) Sh. Jitender Kumar Garg Managing Director No Change
(ii) Sh. Rajesh Singla Whole-Time Director & CFO No Change
(iii) Ms. Shweta Marwah Company Secretary 7.5

There was no increase in the remuneration of non-executive Directors by way of sittingfee for attending Board/ Committee meetings for the financial year 2015-16. 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 financial year: 31
(iv) the number of permanent employees on the rolls of Company as on 31st March 2016: 50

(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 aid Directorduring the year:

S. No. Name of Employee Ration
(i) Dev Dutt Sharma 1:1.25
(ii) Pradeep Kumar Singhal 1:1.5
(iii) Sanjay Aggarwal 1:1.1

(vi) yes the remuneration is as per the remuneration policy of the company.

VIGIL MECHANISIM /WHISTLE BLOWER

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

RISK MANAGEMENT PLAN

For better corporate governance and in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has already adopted Risk Management Plan. The same is uploaded at the websiteof the Company www.srsparivar.com.

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 2ndFebruary 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "corporate social responsibility" (CSR) thecompany has contributed funds for Promotion of Education and Environment cleanliness.

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Conservation of energy

The main aim of the policies and technologies being adopted by the Company inexecution of its projects are to keep the embodied energy of the buildings as low aspossible by adopting following techniques:

1. Selecting materials which have low embodied energy and which are more energyefficient.

2. Designing of services which will consume least energy during the operation of thebuilding.

3. Using construction techniques which use less energy during the process of execution.

Besides ensuring low embodied energy through appropriate interventions it is also beingensured that the energy requirements during operation phase are also low.

Details of steps being adopted for Conservation of energy are enumerated below:

a) Selection of materials

Use of following materials is being encouraged on the project

• Poly Propylene Pipes/PVC pipes are being used for water supply and drainageworks in place of traditional Galvanized Iron or Sand Cast Iron pipes.

• Unitized Sub-Stations (USS) are proposed to be used in place of conventionaltransformers and capacitor banks. The USS is compact fully safe and requires less spaceto get accommodated. It has inbuilt capacitor bank to maintain the power factor above 0.9.

• Using sandwich type rising mains in place of conventional cable system forpower distribution. These rising mains are maintenance free have very less voltage dropare easy to install & have more life. They are also very safe as they have no chimneyeffect; hence provide a better resistance to the spread of fire.

• Using Compact florescent lamp fittings & LED’s for the lighting incommon/passage areas offices etc. has helped reduce electricity requirement.

• All elevators have Variable Frequency Drives. These consume about 30% lowerenergy during operation as compared to single frequency drive machines. The elevators arealso designed to act in tandem thus respond faster to the calls.

• Use of dual energy meters log the energy consumption from mains and/or DG setsand also capture data through electronic interface and generate bills automatically. Thesealso send alerts in advance indicating the balance left and requesting for recouping thepayments. This reduces man hours spent in collecting this information.

• Rotary Air Cooled Screw Chillers having VFD for Air-conditioning plant have beenprovided. These chillers adjust the energy requirements when cooling loads vary.

• For all central units which do not have direct access to the outer shell watercooled system of air-conditioning has been provided. This helps in keeping energyrequirements to the bare minimum.

• Using broken brick bat coba type water proofing for terrace. This helps in usingall broken brick bats and also provides good thermal insulation.

• Using package type of sewage treatment plant. These plants are very easy toinstall and operate. The waste water generated is odorless and can be recycled forflushing system or Horticulture purposes. The solid waste generated can be used as manure.

• Special high performance glass is being used in the front fagade and thewindows. This glass has high light transmission but low heat conductivity. This has helpedin reducing the overall heat gain of the building thus reducing the requirement ofchillers etc.

b) Design elements being adopted for making buildings energy efficient

• The orientation of the building and the glazing is designed to more lightpenetration and yet prevent ingress of direct heat from sun light.

• Large windows and atrium are provided to allow natural light to penetrate togreater depths in the building thus reducing dependence on artificial lighting.

• Staircases and lifts are so located to allow easy vertical access. Reduction intravel distance and time reduces energy consumption during operational stage of thebuilding.

• Provision for segregated air-conditioning system for common areas and officespaces has been done to reduce energy consumption and also allow targeted cooling ofspecific areas.

• The entire slab is designed as ‘flat slab’ to permit easier carryingof services and also permit easy casting and less wastage.

• A terrace garden is proposed to be created to provide for a pleasant view andpermit the occupants to enjoy open space without having to leave the building.

ii) Technology absorption

Following modern construction/operation technologies being adopted

• The common area lighting is controlled from MCBs to ensure easy control.

• The external lighting system is proposed to be controlled by the timer switches.The time for the ON/OFF of Lights is set to match the setting/rising of Sun.

• Provision for rainwater harvesting is being made to make it a zero dischargebuilding.

• Intelligent building management system is proposed to be installed which willmonitor all operative parameters in real time and permit optimization of energyconsumption.

• Building is equipped with a state of the art fire detection system which willhelp pin point the source of fire. It also has a talk back system and a public addresssystem to ensue easy communication in case of any mishap. This system is supplemented withan automatic fire suppression system.

• Fiber optic cable is being used in the building to help carry large volume ofdata.

iii) Foreign Exchange Earning & Outgo Nil

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 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation relating 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 profit 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 operatingeffectively.

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. However there is one qualified opiniongiven by the Auditor in their IFC report.

• Company needs to strengthen the process with respect to vendor selection andanalysis of quotation in relation to purchase of inventory.

Management’s View

The Management has already started taking corrective majors for the same.

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 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.

PENALTY FOR NON-COMPLIANCE OF REGULATION 33 OF THE SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Company has paid penalty of '45 000/- each to BSE for delay in filing ofQuarterly/Annual Results for the year ended 31st March 2016 by 9 days.

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.

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management’s Discussion and Analysis Report of financial condition and resultsof operations of the Company is given as a separate statement forming part of this AnnualReport.

ACKNOWLEDGEMENT

The Directors express their gratitude to the Government Authorities Bankers StockExchanges RBI and other Financial Institutions. The Directors also thank all customersdealers suppliers members and others connected with the business of the Company fortheir co-operation.

For and on behalf of the board

Place: Faridabad
Date : 29th August 2016

 

(Jitender Kumar Garg) (Dr. Anil Jindal)
Managing Director Chairman
DIN:00088125 DIN:00005585

ANNEXURE I OF BOARD'S REPORT Form AOC -I

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 ofcompanies (Accounts) Rules 2014) Statement containing salient features of thefinancial statement of subsidiaries/associate companies/ joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

SI. Name Of The Subsidiary (1) (2) (3) (4) (5)
No. SRS Real Estate Ltd. SRS Retreat Services Limited SRS Automotive Components Private Limited SRS Mines &

Minerals

(FZC)*

SRS Mines Overseas Limited
1. The date since when subsidiary was acquired 21.01.2008 28.12.2007 04.04.2008 19.03.2015 27.04.2013
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period NA NA NA NA NA
3. Reporting Currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. NA NA NA NA NA
4 Share Capital 167633120 167358680 44222250 24435205 31186440
5 Reserves & surplus 870935030 158911113 102537075 (697186) (2323603)
6 Total Assets 6401131296 704197632 146810683 40562344 28885737
7 Total Liabilities 5362563146 377927839 51357 16824325 22900
8 Investments 10263760 21300000 - - -
9 Turnover 656891123 12543603 1659295 - 4200
10 Profit before taxation (116612418) 317546 24316 (933719) (2799723)
11 Provision for taxation 2187032 133290 257692 (288519) (805879)
12 Profit after taxation (118799450) 184256 (233376) (645200) (1989644)
13 Proposed Dividend Nil

Nil

Nil

Nil

Nil
14 % of Shareholding 100% 100% 100.00% 100.00% 59.00%

*SRS Mines & Minerals (FZC) is the 100% Subsidiary of SRS Mines Overseas LimitedNotes: The following information shall be furnished at the end of the statement:

1 M/s Grand Realtech Ltd. and M/s SRS Natural Resources Ltd. ceased to be subsidiaryduring the year.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies 2013 related to the JointVenture Company

Name of Joint Ventures Company SRS Lotus Projects Private Limited
1. Latest audited Balance sheet Date 31.03.2016
2. Date on which the Associate or Joint Venture was associated or acquired 20.09.2010
3. Shares of Associates/Joint Ventures held by the company on the year end
No. 500000
Amount of Investment in Associates/Joint Venture 5000000
Extend of Holding % 50%
4. Description of how there is significant influence 50% Shareholding
5. Reason why the associate/joint venture is not consolidated NA
5. Networth attributable to Shareholding as per latest audited Balance Sheet 13471872
6. Profit/Loss for the year
i. Considered in Consolidation 200305
i. Not Considered in Consolidation 200305

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

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

Remuneration Personnel) Rules 2014]

To

The Members

SRS Real Infrastructure Ltd.

SRS Tower 721722 & 727 7th 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 REAL INFRASTRUCTURELIMITED (CIN-L65910HR1990PLC040431) (hereinafter called the Company). SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing our opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. SRS REAL INFRASTRUCTURE LIMITED for the financial yearended on 31st March 2016 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 rulesmade thereunder;

(iii) 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 2015;

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

d. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2011

(iv) 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.

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

During the period under review the company has complied with the promises 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 (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;

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 all directors to schedule the Board Meetings agenda anddetailed notes on agenda were generally sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before 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 specific events/actions weretaken by the Company which have major bearing on the company's affairs in pursuance of theact rules regulations guidelines standards etc. referred above:

a) Deposit Repayment Reserve Account for the fixed deposits at the close of the yearrequired under section 73(2)(c) of the Companies Act2013 equal to 15% of the depositsmaturing in the year & year following were found short by '45 Lacs.

(Savita Trehan)
Place : Faridabad Company Secretary
Date : 29th August 2016 C.P. No. 2569

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

ANNEXURE A

To
The Members
SRS Real Infrastructure Ltd.
SRS Tower 721722 & 727 7th 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.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place : Faridabad Date : 29th August 2016 (Savita Trehan)
Company Secretary
C.P. No. 2569