annual report 2007-08 srs real infrastructure...

SRS REAL INFRASTRUCTURE LIMITEDANNUAL REPORT 2007-08

18th

SRS REAL INFRASTRUCTURE LTD. 2007-08

Corporate Information 1

Chairman’s Message 2

Notice 3

Directors’ Report 14

Statement pursuant to Section 212 19

Corporate Governance Report 20

Management Discussion & Analysis Report 32

Auditor’s Report 35

Balance Sheet 39

Profit & Loss Accounts 40

Cashflow Statement 41

Schedules to accounts 42

Financial Statement of SRS Real Estate Ltd. 61

Consolidated Financial Statements 95

CONTENTS


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BOARD OF DIRECTORS

Dr. Anil Jindal - Chairman & Managing DirectorShri Rajesh Singla - Executive DirectorShri Nanak Chand Tayal - Executive DirectorShri Rajesh Mangla - Non- Executive DirectorShri Manohar Lal - Non- Executive & Independent DirectorShri Devendra Singh - Non- Executive & Independent DirectorShri Kailash Mohan Mehta - Non- Executive & Independent DirectorShri Parmod Kumar - Non- Executive & Independent DirectorShri Jitender Kumar Garg - Non- Executive & Independent Director

COMPANY SECRETARY

Ms. Shweta Malhotra

AUDITORS

M/s. Neeraj & NareshChartered Accountants

BANKERS

Union Bank of IndiaState Bank of PatialaCentral Bank of India

REGD. OFFICE

nd202, 2 Floor,27 New Delhi House,Barakhamba Road,Connaught Place, New Delhi

CORPORATE INFORMATION

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Dear Shareholders,

“Success is the by product of strong foundation and consistent improvement”

It gives me great sense of satisfaction and pleasure to see and share the growth of our company in the face of highly competitive times. Today India is fast becoming one of the world's economic super powers. The paradigm shift to an open and global economy has thrown new vistas of opportunity for the creation of commercial and residential properties, and infrastructure development.

In the year 2007-08, your Company “SRS Real Infrastructure Ltd.” has built a rock solid foundation in the field of infrastructure & real estate sector and is firmly committed to provide excellence in all spheres it is expanding. We have played a substantial role in transforming the landscape of Faridabad into a growing satellite town especially if residential investments are taken into view.

We have faced many challenges in our journey to excellence and we have always come up with competence to surpass them. We

broadened our scope by becoming holding company of some construction & real estate Companies including SRS Real Estate Limited.

From a strategic perspective, we continue to focus on the real estate ecosystem. Our aim is to create new and innovative solutions to keep

pace with the changing dynamics of the industry. We are coming up with residential & commercial projects in Faridabad & other regions of

NCR. Our goal is to build enduring relationships, both with the existing and the new customers.

Our goal is not just to build a great enterprise for our stakeholders, but, more importantly, to build a great future for our country and world

at large; to give hundred of millions of people the power to fulfill their dreams, shape their own destiny, and the means to realize their true

or diverse potential. Your company strongly believes that the key to success of any company is its people. By adopting progressive people

policies, company has been able to attract and retain high quality talent.

I am confident that the business development during the last year will amply help us to showcase the positive outcome of some of our key

business plans which are currently being executed.

Our projects are distinguished by their high quality and innovative designs to create an ideal living and working environment. We have done

our best to introduce and execute some new and innovative ideas that we hope will help us march ahead in this competitive marketplace.

Our mission is also to be rated as one of the most admired organization that not just delivers financial performance but is also adept

at anticipating change - learning and staying ahead of its peers with a high social Commitment.

To conclude I would like to thank all the employees for their dedication and hard work. Their un-diminishing commitment and sincerity has

enabled the company to take up ambitious projects. I would like to personally thank to all the stakeholders i.e. customers, banks, financial

institutions and shareholders for the trust they have placed in the company over the years.

Last but not the least, the sweet fruit of success lies really not in the success itself but in the toil towards the articulated vision pursued with

missionary zeal.

Dr. Anil JindalCMD

FROM THE CHAIRMAN'S DESK

With Best Wishes

Dr. Anil Jindal

Chairman & Managing Director



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NOTICE

ORDINARY BUSINESS

SPECIAL BUSINESS

Notice is hereby given that the Eighteenth Annual General Meeting of the members of SRS Real Infrastructure Limited will be held as scheduled below:-

thDay/ Date : Tuesday/30 September, 2008Time : 11:30 A. M.Venue : Regent Hall,

Hotel Connaught37, Shahid Bhagat Singh Marg, Connaught Place, New Delhi - 110001

to transact the following business:

st1. To receive, consider and adopt the audited Profit & Loss A/c for the period ended 31 March, 2008 and the Balance Sheet as on that date and the Report of the Directors and Auditor's thereon.

2. To declare a dividend.

3. To appoint a Director in place of Sh. Rajesh Singla, who retires by rotation and being eligible, offers himself forreappointment.

4. To appoint a Director in place of Sh. Nanak Chand Tayal, who retires by rotation and being eligible, offers himself for reappointment.

5. To appoint Auditors and fix their remuneration by passing the following resolution as an Ordinary Resolution with or without modifications: -

“RESOLVED THAT M/s Neeraj & Naresh, Chartered Accountants, the retiring auditors be and are hereby reappointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company for auditing the Accounts of the Company for the year 2008-09 and the Board of Directors be and are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with statutory audit and/or continuous audit and such other remuneration, as may be decided to be paid, for performing duties other than those referred to herein above.”

6. To consider and if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution: -

“RESOLVED THAT Sh. Rajesh Mangla, who was appointed as an additional Director of the company by the Board thon 12 November, 2007 and whose tenure of office expires at the ensuing Annual General Meeting pursuant to

Sec.260 of the Companies Act, 1956 and in respect of whom a notice from a member proposing his name for the Directorship of the company has been received along with a deposit of Rs.500 for each notice under the provisions of Sec.257 of the Companies Act, 1956, be and is hereby appointed as Director of the Company liable to retire by rotation.”

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“RESOLVED THAT Sh. Devendra Singh, who was appointed as an additional Director of the company by the rdBoard on 23 November, 2007 and whose tenure of office expires at the ensuing Annual General Meeting

pursuant to Sec.260 of the Companies Act, 1956 and in respect of whom a notice from a member proposing his name for the Directorship of the company has been received along with a deposit of Rs.500 for each notice under the provisions of Sec.257 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, liable to retire by rotation.”


“RESOLVED THAT Sh. Kailash Mohan Mehta, who was appointed as an additional Director of the company by rdthe Board on 23 November, 2007 and whose tenure of office expires at the ensuing Annual General Meeting



“RESOLVED THAT Sh. Parmod Kumar, who was appointed as an additional Director of the company by the rdBoard on 23 November, 2007 and whose tenure of office expires at the ensuing Annual General Meeting



“RESOLVED THAT Sh. Jitender Kumar Garg, who was appointed as an additional Director of the company by the thBoard on 15 May, 2008 and whose tenure of office expires at the ensuing Annual General Meeting pursuant to

Sec.260 of the Companies Act, 1956 and in respect of whom a notice from a member proposing his name for the Directorship of the company has been received along with a deposit of Rs.500 for each notice under the provisions of Sec.257 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, liable to retire by rotation.”

11. To consider and if thought fit, to pass with or without modifications(s), the following resolution as ordinary resolution: -

“RESOLVED THAT in partial modification of the resolution passed at earlier meeting of the members of the company and in accordance with the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 the consent of the members be and is hereby accorded for the changes in the terms and conditions of the appointment of Dr. Anil Jindal with respect to his

stremuneration at Rs.5, 00, 000/- p.m. w. e. f. 1 April, 2008 retrospectively, as set out in the explanatory statement to this notice.

INCREASE IN REMUNERATION OF DR. ANIL JINDAL, CHAIRMAN & MANAGING DIRECTOR


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RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, Dr. Anil Jindal will be paid the salary and perquisites as minimum remuneration not exceeding the limits specified under Section II of Part II of Schedule XIII of the Act by making such compliances as provided in the Schedule.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, things and execute all such documents, instruments and writings as, in its absolute discretion, may be considered necessary, expedient, desirable including power to sub delegate, in order to give effect to the foregoing resolution and to alter or vary the terms and conditions of the said appointment including the remuneration which shall not exceed Rs.25, 00, 000/- p. m.”

12. To consider and if thought fit, to pass with or without modification(s), the following resolutions as an ordinary resolutions: -

“RESOLVED THAT in accordance with the provisions of Section 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 including any modification(s) or re-enactment(s) thereof for the time being in force and subject to approval of the Company in General Meeting, Mr. Rajesh Mangla be and is hereby appointed as Whole-time Director of the Company for a period of five years

stw. e. f. 1 September, 2008 at a remuneration of Rs.1, 00,000/- per month, as set out in the explanatory statement to this notice.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, Mr. Rajesh Mangla will be paid the salary and perquisites as minimum remuneration not exceeding the limits specified under Section II of Part II of Schedule XIII of the Act by making such compliances as provided in the Schedule.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, things and execute all such documents, instruments and writings as, in its absolute discretion, may be considered necessary, expedient or desirable, including power to sub-delegate, in order to give effect to the foregoing resolution or otherwise as considered by the Board to be in the best interest of the Company as it may deem fit.”

13. To consider and if thought fit, to pass with or without modifications, the following resolution as special resolution:

“RESOLVED THAT the consent of the members be and is hereby accorded for listing of securities of the Company at Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) subject to the compliance of SEBI (Disclosure and Investor Protection) Guidelines, 2000; SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997; listing agreement, compliance of listing requirements of BSE & NSE and other applicable rules, regulations & guidelines and subject to such other approvals, permissions, sanctions etc. as may be necessary and subject to such conditions as may be prescribed by any authority while granting such approval, permissions or sanctions.

APPOINTMENT OF WHOLE-TIME DIRECTOR

LISTING OF SECURITIES


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RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to apply to BSE & NSE for listing; to appoint Merchant Bankers/Consultants/Agents and to do all such acts, deeds & to take such actions as they may in their absolute discretion deem necessary, desirable and appropriate to give effect to the above resolution.”

14. To consider and if thought fit, to pass with or without modifications, the following resolution as special resolution:

“RESOLVED THAT the consent of the members be and is hereby accorded for de-listing of securities of the Company from Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE) in terms of Securities and Exchange Board of India (De-listing of Securities), Guidelines, 2003 and other extant guidelines; continuing to be listed on the Delhi Stock Exchange Association Ltd.

RESOLVED FURTHER THAT Dr. Anil Jindal, Chairman & Managing Director and Ms. Shweta Malhotra, Company Secretary be and are hereby severally authorized to apply to JSE & ASE for de-listing; to appoint Merchant Bankers/Consultants/Agents and to do all such acts, deeds & to take such actions as may be necessary in this regard.”

DELISTING OF SECURITIES

NOTES

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on poll instead of himself and the proxy need not be a member of the Company. A Proxy to be effective must reach at the Registered Office not later than 48 hours before the schedule time of the Meeting.

2. Corporate Members intending to send their authorized representative to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.

3. The relevant Explanatory Statements pursuant to Section 173(2) of the Companies Act, 1956, in respect of Item Nos. 6 - 14 as set out above is appended herein below.

4. Information under Clause 49 of the Listing Agreement regarding appointment/reappointment of Directors in Item No. 3, 4 & 6 - 12 of the Notice is also annexed hereto separately and forms part of the Notice.

5. Members holding shares in physical mode, in identical order of names in more than one folio are requested to write to Company's RTA at the address mentioned below at No.6 enclosing their share certificates to consolidate their holdings in one folio.

6. Please send your requests for transfer/transmission/consolidation and demat of shares, change of address or any other matter to our Registrar & Transfer Agents at the following address: -

By Order of the BoardFor SRS Real Infrastructure Ltd.

Place : FaridabadDate : 04.09.2008

(Shweta Malhotra)Company Secretary


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BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD.rdBEETAL HOUSE, 3 Floor,

99, Madangir, Behind Local Shopping Centre,New Delhi - 110062

rd7. a) The Register of Members and Share Transfer Books of the Company will be closed from 23 Sept., 2008 thto 30 Sept., 2008 (both days inclusive).

b) The Dividend, if declared, will be paid to those Shareholders whose name will appear in the Register of ndMembers as at the close of business hours on 22 Sept., 2008.

8. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will be transferred, as per Section 205A of the Companies Act, 1956 to the Investor Education and Protection Fund. Members are encouraged to utilize the Electronic Clearance System (ECS) for receiving dividends.

9. Members desiring any information/clarification on the accounts are requested to write to the Company atleast 10 days in advance, so as to enable the management to keep the information ready at the Annual General Meeting.

10. Members/Proxies should bring the attendance slip duly filled in for attending the meeting.

11. As a measure of economy, copies of the Annual Report will not be distributed at the meeting. Members are requested to bring their copies along with them to the Meeting.

12. Pursuant to the provisions of Section 109A of the Companies Act, 1956, Shareholders are requested to file Nomination forms in respect of their shareholdings. Any shareholder wishing to avail this facility may submit the prescribed Statutory Form 2B to the RTA's at the above mentioned address.

13. Should any assistance be desired/clarification be sought, you may write to the Company Secretary at E-18, Nehru Ground, N. I. T. Faridabad 121001.

Item No. 6

thShri Rajesh Mangla was appointed as an additional director of the Company by the Board on 12 November, 2007. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Board feels that his continuous directorship in the company will be in the interest of the company. A notice from a member has been received by the company along with the deposit of Rs.500/- proposing his name for the Directorship of the Company.

The Proposed Resolution is to be passed as an Ordinary Resolution.

None of the Directors is concerned or interested in the Proposed Resolution except Shri Rajesh Mangla.

Item No. 7

rdShri Devendra Singh was appointed as an additional director of the Company by the Board on 23 November, 2007. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Board feels that his continuous directorship in the company will be in the interest of the company. A notice from a member has been received by the company along with the deposit of Rs.500/- proposing his name for the Directorship of the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956


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None of the Directors is concerned or interested in the Proposed Resolution except Shri Devendra Singh.

Item No. 8

rdShri Kailash Mohan Mehta was appointed as an additional director of the Company by the Board on 23 November, 2007. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Board feels that his continuous directorship in the company will be in the interest of the company. A notice from a member has been received by the company along with the deposit of Rs.500/- proposing his name for the Directorship of the Company.


None of the Directors is concerned or interested in the Proposed Resolution except Shri Kailash Mohan Mehta.

Item No. 9

rdShri Parmod Kumar was appointed as an additional director of the Company by the Board on 23 November, 2007. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Board feels that his continuous directorship in the company will be in the interest of the company. A notice from a member has been received by the company along with the deposit of Rs.500/- proposing his name for the Directorship of the Company.


None of the Directors is concerned or interested in the Proposed Resolution except Shri Parmod Kumar.

Item No.10

thShri Jitender Kumar Garg was appointed as an additional director of the Company by the Board on 15 May, 2008. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Board feels that his continuous directorship in the company will be in the interest of the company. A notice from a member has been received by the company along with the deposit of Rs.500/- proposing his name for the Directorship of the Company.


None of the Directors is concerned or interested in the Proposed Resolution except Shri Jitender Kumar Garg.

Item No. 11

Dr. Anil Jindal is a qualified and intelligent person having wide business experience & enormous knowledge. He was stappointed as CMD for a period of 5 (Five) years w. e. f. 1 November, 2007 at remuneration of Rs.2, 00, 000/- (Rupees

Two Lac Only) p. m. As the performance of the Company is escalated greatly, it is proposed to increase Dr. Jindal's stremuneration at Rs.5, 00, 000/- p. m. w. e. f. 1 April, 2008 retrospectively, as set out below: -


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SALARY

Basic - 160575/- p.m.

House Rent Allowance - 96345/- p.m.

Conveyance Allowance - 64230/- p.m.

Medical Allowance - 48173/- p.m.

Education Allowance - 16058/- p.m.

CCA - 40144/- p.m.

Special Allowance - 4448/- p.m.

Furnishing Allowance - 48173/- p.m.

Employer's PF - 21854/- p.m.

CTC - 5, 00, 000/- p.m.

All the Statutory benefits applicable to the company from time to time shall be applicable as per the applicable provisions

for the time being in force.

None of the Directors of the Company is interested either directly or indirectly, in the said proposal, except Dr. Anil Jindal.

Your Board therefore recommends your approval for the passing of the aforesaid resolution in the interest of the efficient management of the company.

The explanatory statement read with the proposed resolution may be treated as an abstract of terms of the appointment and memorandum of interest u/s 302 (7) of the Companies Act, 1956.

Item No.12

Approval of the members of the Company is necessary for the appointment of Sh. Rajesh Mangla as Whole-time Director of the Company and making the payment of remuneration to him.

PROPOSED REMUNERATION

Proposed salary and perquisites payable to Sh. Rajesh Mangla, Whole-time Director of the Company.

Basic - 35150/- p.m.

House Rent Allowance - 21090/- p.m.

Conveyance Allowance - 14060/- p.m.

Medical Allowance - 8788/- p.m.

Education Allowance - 3515/- p.m.

CCA - 8788/- p.m.

Punctuality Allowance - 2000/- p.m.

Furnishing Allowance - 8788/- p.m.

Employer's PF - 4784/- p.m.CTC - 1, 06, 963/- p. m.


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None of the Directors of the Company is interested either directly or indirectly, in the said proposal except Sh. Rajesh Mangla

Your Board therefore recommends your approval for the passing of the aforesaid resolution in the interest of the efficient management of the Company.

The explanatory statement read with the proposed resolution may be treated as an abstract of terms u/s 302 (7) of the Companies Act, 1956.

Item No.13

The Company wants to expand its trading volume by getting itself listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) as they have nation wide trading terminals. More over the Company is listed presently with Delhi Stock Exchange Ltd., Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE) and there is no trading going on in these stock exchanges.

Your Board therefore recommends your approval for the passing of the aforesaid resolution in the best interest of the company and its members.

None of the Directors of the Company is interested in the proposed resolution.

Item No.14

Presently, the Equity Share Capital of the company is listed on Delhi Stock Exchange Ltd., Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE).

As per the Securities and Exchange Board of India (De-listing of Securities) Guidelines, 2003, the Company can de-list its securities from the stock exchanges by following the procedure prescribed in the guidelines. Further, the company is going for listing on NSE & BSE having nation wide terminals.

Therefore, the Board recommends your approval for passing of the aforesaid resolution.

None of the Directors of the Company is interested in the proposed resolution.





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PURSUANT TO CLAUSE 49(IV) (G) (i) OF THE LISTING AGREEMENT FOLLOWING INFORMATION IS FURNISHED REGARDING APPOINTMENT/REAPPOINTMENT OF DIRECTORS

SH. RAJESH SINGLA

Sh. Rajesh Singla is a young and dynamic director of the company. Graduate & aged 36 years, Sh. Singla has an experience of 10 years in the field of real estate and construction. He is Member of Audit Committee & Investors Grievance and

stShare Transfer Committee of your company. He holds 83800 shares in the company aggregating to 0.505% as on 31 March, 2008. He holds the position of Director on the Board of following companies: -

lModern Ashiana Builders Pvt. Ltd.

lAkriti Realtech Pvt. Ltd.

lRebnoor Infrabuild Pvt. Ltd.

lSkyhigh Colonizers Pvt. Ltd.

lSRS I-Tech Pvt. Ltd.

lSRS Retreat Services Ltd.

lSRS Real Estate Ltd. (WTD)

lSPS Buildcon Ltd.

lSRS Developers Pvt. Ltd.

lSRS Realbuild Pvt. Ltd.

lSRS Infrastructure Ltd.

lBTL Industries Ltd.

lSRS Buildcon Pvt. Ltd.

SH. NANAK CHAND TAYAL

Sh. Nanak Chand Tayal, graduate, is of 46 years. His knowledge & vast experience in the field of real estate business has helped a lot in the growth of the company. He is Member of Audit Committee & Investors' Grievance and Share Transfer

stCommittee of your company. He holds 88100 shares in the company aggregating to 0.531% as on 31 March, 2008. He holds the position of Director on the Board of following companies: -

lBTL Investments Ltd.


lSRS Real Estate Ltd. (WTD)

lSPS Buildcon Ltd.

lSRS Realtech Pvt. Ltd.

lSRS Promoters Pvt. Ltd.

lSRS Infrastructure Ltd.

lBTL Industries Ltd.

lSRS I-Tech Pvt. Ltd.

lSRS Heights Pvt. Ltd.

SH. RAJESH MANGLA

Sh. Rajesh Mangla is a young and dynamic director of the Company. He is a Graduate & aged 41 years, Sh. Mangla has an experience of 10 years in the field of real estate and construction. He is a member of Audit Committee and Investor Grievance and Share Transfer Committee of SRS Exhibitors And Hoteliers Limited. He holds 140700 shares in the

stcompany aggregating to 0.848% as on 31 March, 2008. He holds the position of Director on the Board of following companies: -


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lSRS Entertainment Ltd.

lSRS Exhibitors and Hoteliers Ltd.

lRajat Fincap (P) Ltd.

lSRS Facilities Pvt. Ltd.

lSRS Power Projects Pvt. Ltd.

lSRS News Ltd.

lSRS Aviations Pvt. Ltd.

SH. DEVENDRA SINGH

Sh. Devendra Singh is a Science and Law Graduate. He is a practicing advocate and has an experience of more than 25 years. He supervises the legal matters of the Company. He is Member of Audit Committee of your company. He is a member of Remuneration Committee of SRS Entertainment Ltd. He holds the position of Director on the Board of following companies: -




SH. KAILASH MOHAN MEHTA

Mr. Mehta has done B. E. (Mechanical) and PGDIM and has earned an experience of more than 30 years. He has worked with Sandvik Asia Limited, a Swedish Company as Regional Manager, Central Zone for 27 years and has served NSIC (PTC) as Deputy Director for 4 years. He is a member of Audit Committee of your company. He is a member of Remuneration Committee and Audit Committee of SRS Entertainment Ltd. He holds the position of Director on the Board of following companies: -

lS.B.S. Finance Ltd.



SH. PARMOD KUMAR

Sh. Parmod Kumar a young and dynamic director of the company. Graduate & aged 29 years, Sh. Kumar has an experience of 8 years in the field of finance. Sh. Parmod Kumar looks after the financial matters of the company. He is a Chairman of Investors Grievance & Share Transfer committee and member of Audit committee of your company. He

stholds 13100 shares in the company aggregating to 0.079% as on 31 March, 2008. He holds the position of Director on the Board of following companies: -

lRichi Look Marketing Pvt. Ltd.lSRS Movies Pvt. Ltd.lGoldies Trading Company Pvt. Ltd.lSRS Portfolio Ltd.lMSR Marketing Pvt. Ltd.lSRS Admark Ltd.lMountain Valley construction Pvt. Ltd.lAakash Infracon Pvt. Ltd.lJagriti Infracon Pvt. Ltd.lRainbow Infracon Pvt. Ltd.lSRS Commercial Company Ltd.


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lDimension Infrastructure Pvt. Ltd.lDawn Developers Pvt. Ltd.lTopline Traders Pvt. Ltd.lAarambh Builders Pvt. Ltd.lFuturistic Agencies Pvt. Ltd.

SH. JITENDER KUMAR GARG

Sh. Garg, aged 44 years, is B. Com. and Law graduate. He has an experience of 15 years in different fields and holds the position of Director on the Board of following companies:

lSRP Builders LimitedlJMA Buildcon Ltd.lMansha Buildcon Pvt. Ltd.lSRP Buildcon Pvt. Ltd.

DR. ANIL JINDAL

stDr. Jindal aged 44 years is appointed as Chairman and Managing Director on 1 November, 2007. Dr. Jindal is a visionary, prophetic & really enthusiastic. He is the real man behind the show and because of his innovation and meticulous forethought, SRS could get the name & fame, it presently enjoys. He besides being pioneer is innovative, novel and meticulous. Doctorate in Commerce (Service Marketing of Banks), Dr. Jindal has also done M. Com., MBA & CCA. He has an unmatched and unparallel experience of 15 years in different fields including real estate. He is a Chairman of Audit Committee of SRS Entertainment Ltd. He holds the position of Director on the Board of following companies:-

lSRS Entertainment Ltd. (Chairman)lSRS Retreat Services Ltd.lSRS Real Estate Ltd. (Chairman)lSRS International Ltd.lSRS News Ltd.lSRS Power Projects Pvt. Ltd.lSRS Facilities Pvt. Ltd.lSRS Aviations Pvt. Ltd.





DIRECTORS’ REPORT

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DIRECTORS' REPORT

INTRODUCTION

FINANCIAL RESULTS

Your Directors feel pleasure in presenting the Eighteenth Annual Report of your Company along with the Audited stAccounts of the company for the period ended 31 March, 2008.

During the year under review, your Company registered a Net Profit after tax of Rs.1, 60, 45, 364/32. The Summary of the operating results is as under: -

Particulars 31. 03. 2008 31. 03. 2007

Gross Sales and Other Income 1730.17 384.87

Profit/(Loss) before Interest,

Depreciation and Tax 249.55 (8.3285)

Interest and Financial Expenses 19.88 (.1685)

Profit before Depreciation & Tax 229.67 (8.4970)

Depreciation 1.03 -

Profit/(Loss) before Tax 228.64 (8.4970)

Add : Prior Period Incomes - 184.9868

228.64 176.4898

Provision for Tax

- Current 67.6015 -

- Fringe Benefit Tax 0.5682 0.0013

- Deferred Tax 0.0123 -

- MAT Credit - -

- Tax on prior period incomes - 114.5316

Profit after Tax 160.45 61.9568

Balance b/f from previous year 75.0898 13.1331

Appropriations: -

Proposed Dividend 80.3667 -

Dividend Distribution Tax 13.6583 -

Amount transferred to General Reserves 4.0113 -

Amount carried to Reserves & Surplus 137.50 75.0898

Earning Per Share (Rs.)

- Basic 2.40 (0.24)

- Diluted 2.40 (0.24)

(Rs. in Lac)


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DIVIDEND

SHARE CAPITAL

BOARD OF DIRECTORS

Considering the excellent performance of your company during the year 2007-08 and to appropriately reward the Members while conserving the resources to meet the future requirements, the Board of Directors recommend a Dividend of Rs.1/20 per Equity Share of Rs.10/- each (12%). This Dividend is subject to the approval of Members at the

th th18 Annual General Meeting of the Company to be held on 30 September, 2008. The Dividend will involve an outflow of Rs.94, 02, 506/86 including the Dividend Distribution Tax of Rs.13, 65, 832/76 on the paid-up Equity Share Capital of Rs.16, 60, 16,000 /-.

During the year under review, your company issued 1, 00, 00, 000 Equity Shares of Rs.10/- each for cash at issue price of Rs.30/- each to Promoters & Non-Promoters aggregating to Rs.30.00 Crore and further 30, 00, 000 Equity Shares of Rs.10/- each for cash at issue price of Rs.250/- each to Promoters aggregating to Rs.75.00 Crore through Private Placements on Preferential Basis.

stConsequent upon the aforesaid allotments, the paid-up share capital of your company was Rs.16, 60, 16,000/- as on 31 March, 2008.

thSh. Rajesh Mangla was appointed as an additional Director on 12 November, 2007. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the

st Annual General Meeting. Further, Sh. Rajesh Mangla would be appointed as Whole-time Director w. e. f. 1 September, 2008.

rdSh. Devendra Singh was appointed as an additional Director on 23 November, 2007. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

rdSh. Kailash Mohan Mehta was appointed as an additional Director on 23 November, 2007. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

rdSh. Parmod Kumar was appointed as an additional Director on 23 November, 2007. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

thSh. Jitender Kumar Garg was appointed as additional Director on 15 May, 2008. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

In accordance with the Articles of Association of the Company and in view of the provisions of Section 255 of the Companies Act, 1956, Sh. Rajesh Singla and Sh. Nanak Chand Tayal retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.


(16)

SUBSIDIARY COMPANIES

CORPORATE GOVERNANCE REPORT

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

FIXED DEPOSITS

AUDITORS

Your Company has acquired the following companies as its Subsidiaries by virtue of Section 4(1) (b) of the Companies Act, 1956.

(I) Akriti Realtech Pvt. Ltd.(ii) Bhavani Realbuild Pvt. Ltd.(iii) Bright Infrabuild Pvt. Ltd.(iv) Dawn Developers Pvt. Ltd.(v) Dimension Infrastructure Pvt. Ltd.(vi) Glory Buildcon Pvt. Ltd.(vii) Haryana Infracon Pvt. Ltd.(viii) Mehar Builders Pvt. Ltd.(ix) Modern Ashiana Builders Pvt. Ltd.(x) Mounthill Builders Pvt. Ltd.(xi) Rebnoor Infrabuild Pvt. Ltd.(xii) Skyhigh Colonizers Pvt. Ltd.(xiii) SPS Buildcon Ltd.(xiv) SRS Retreat Services Ltd.(xv) SRS Real Estate Ltd.(xvi) SRS I-Tech Pvt. Ltd. (Formerly known as K. K. Kohli & Brothers Pvt. Ltd.)

A statement pursuant to the provisions of Section 212(1) (e) is annexed herewith forming part of the Director's Report as “Annexure I”.

thCentral Government vide its letter no. 47/327/2008-CL-III dated 30 May, 2008 has accorded its approval under Section 212(8) of the Companies Act, 1956 for not annexing the accounts of subsidiary companies except for SRS Real Estate Ltd for which the company has not applied for exemption. The annual accounts of SRS Real Estate Ltd. and consolidated accounts are attached to the accounts of your company. The copy of annual reports of subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the registered office & head office of your company and at the registered office of the subsidiary companies.

thAs, SRS I-Tech Pvt. Ltd. became subsidiary of your Company on 4 April, 2008; hence, the annual accounts of SRS I-Tech Pvt. Ltd. are not attached to the accounts of your company.

A Report on Corporate Governance is set out separately, which forms part of this report as “Annexure II”.

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report, which forms part of the Directors' Report as “Annexure III”.

Your company has not accepted any deposits from the Public and as such, no amount of principal or interest was stoutstanding as on the date of the Balance Sheet for the year ended 31 March, 2008.

M/s. Neeraj & Naresh, Chartered Accountants, Auditors of the company retires at the ensuing Annual General Meeting and are eligible for re-appointment.


(17)

AUDITORS' REPORT

PARTICULARS OF EMPLOYEES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

DIRECTORS' RESPONSIBILITY STATEMENT

The observations of the Auditors and notes on the statement of accounts are self- explanatory.

Information required under the provisions of Section 217 (2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is as follows: -

EMPLOYED FOR PART OF THE YEAR

Name Dr. Anil JindalDesignation Chairman & Managing DirectorGross Remuneration Rs.10, 00,000/-Nature of Duties & Employment General Management (Contractual)Qualification M. Com, L. Lb., CCA, MBA, Ph. D.Experience 28 YearsDate of Commencement of employment 01.11.2007Age 44 YearsPrevious Employment CMD-SRS Retreat Services Ltd.Equity Shares held in the Company 3.665%

Note: 1. Gross Remuneration comprises of Salary, Allowances, Company's contribution to Provident Fund and Perquisites.

2. Other Terms & Conditions - NIL.

The particulars in respect of energy conservation and technology absorption are not applicable to the Company.

Foreign Exchange earning & outgo : Nil

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.


(18)

ACKNOWLEDGEMENT

The Directors of the Company wish to express their gratitude to the Company's Bankers, Stock Exchanges, SEBI, Other Financial Institutions and place on record their sincere appreciation for the efforts and cooperation extended by all those associated with the Company.

On behalf of the BoardFor SRS Real Infrastructure Ltd.


(Anil Jindal)CMD

DIN - 00005585

(Rajesh Mangla)Director

DIN - 00005669


(19)

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REPORT ONCORPORATE GOVERNANCE

(20)

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

CODE OF CONDUCT

BOARD OF DIRECTORS

Composition

Meetings and deliberations

(Pursuant to Clause 49 of the Listing Agreement)

The Company believes that good Corporate Governance is essential to achieve long term Corporate Goals and to enhance Stakeholders value.

Corporate Governance is a powerful tool for building trust and long term relationship with shareholders, employees, customers, suppliers and associates. Our Corporate Governance philosophy stems from our belief that the business strategy and plan should be consistent with the welfare of all stakeholders. The Corporate Governance philosophy of the company is scripted as follows:-

“As a good corporate citizen, the company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building confidence of its various stakeholders in it thereby paving the way for its long term success.”

The Company respects and strives hard to meet these objectives of good corporate governance.

As the Code of Conduct is an important element of Clause 49, your Company has adopted a Code of Conduct for Board of Directors and Senior Management Personnel of the Company. The Company has obtained declarations from all its Directors and Senior Management Personnel affirming their compliance with the applicable code of conduct. The declaration by the Chairman & Managing Director under Clause 49 affirming compliance with the code of conduct by all

stmembers of the Board and Senior Management Personnel for the year ended 31 March, 2008 is attached to this Corporate Governance Report.

In terms of good Corporate Governance, all statutory and other significant & material information is placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as a trustee of Shareholders.

The Board has been constituted in such a way that it has understanding and competence to deal with current business issues and also ensuring Directors commitment to participate in the affairs of the business of the Company.

The Company's policy did not prescribe any term limit for Directors as this had the disadvantage of loosing valuable contribution of Directors who over the years had developed insight into the Company and its affairs.

Presently, the Board consists of (9) Nine Directors. Apart from the Chairman, who is an executive Director, the Board comprises of (2) two executive Directors, (1) one non-executive Director and (5) five independent Directors. The composition of the Board is in conformity with Clause 49 of listing agreement, which stipulates that 50 percent of the Board should comprise of independent Directors if the Chairman is executive.

Corporate governance is about commitment to values and ethical business conduct.

The Company Secretary in consultation with the Chairman of the Company prepares the agenda and supporting papers for discussion at each Board Meeting. Members of the Board are free to suggest inclusion of items in the agenda, in addition to their right to bring up matters for discussion at the meeting with the permission of the Chairman. The Board meets at least once in every quarter ensuring that the gap between any two meetings does not exceed four months.


ANNEXURE - II

(21)

th th thDuring the year 2007-08, Twenty Three (23) Board Meetings were held on 9 May, 2007; 29 June, 2007; 11 July, 2007; th th th th th th th20 July, 2007; 10 August, 2007; 10 September, 2007; 4 October, 2007; 10 October, 2007; 15 October, 2007; 26

th th rd th ndOctober, 2007; 6 November, 2007; 12 November, 2007; 23 November, 2007; 5 December, 2007; 22 December, th th st th th th2007; 24 December, 2007; 4 January, 2008; 21 January, 2008; 7 February, 2008; 20 February, 2008; 5 March, 2008;

th st20 March, 2008 and 31 March, 2008.

The composition of Directors, their attendance at the Board Meetings during the year and at the last AGM, particulars of their other company directorships and committee memberships are given below: -

st* Appointed as CMD w.e.f. 1 November, 2007th** Appointed as additional Director w.e.f. 12 November, 2007

rd*** Appointed as additional Director w. e. f. 23 November, 2007rd**** Appointed as additional Director w. e. f. 23 November, 2007rd***** Appointed as additional Director w. e. f. 23 November, 2007

th$ Ceased to be a Director w.e.f. 12 November, 2007th$$ Ceased to be a Director w.e.f. 12 November, 2007

th$$$ Appointed as additional Director w. e. f. 15 May, 2008# Excluding Private Limited Companies, Foreign Companies, Section 25 Companies and Alternate Directorships.## Includes only Audit Committee and Shareholders / Investors Grievance Committee.

None of the Directors is a member of Board of more than (15) fifteen companies in terms of Section 275 of the Companies Act, 1956, and a member of more than (10) ten Board-level Committees or a Chairman of more than (5) five such committees, as required under Clause 49 of the Listing Agreement.

Dr. Anil Jindal Executive 12 NA 5 - 1(Chairman &Managing Director)*

Sh. Rajesh Singla Executive 22 Yes 5 - -

Sh. Nanak Chand Tayal Executive 23 Yes 6 - -

Sh. Rajesh Mangla** Non-Executive 12 NA 3 - -

Sh. Manohar Lal Non-Executive 23 Yes 4 - -& Independent

Sh. Kailash Mohan Mehta *** Non-Executive 11 NA 3 1 1& Independent

Sh. Devendra Singh**** Non-Executive 11 NA 3 - -& Independent

Sh. Parmod Kumar***** Non-Executive 11 NA 3 - -& Independent

Sh. Rattan Singh $ Non-Executive 11 Yes NA NA NA& Independent

Sh. Vijay Pal Bhati$$ Non-Executive 11 Yes NA NA NA& Independent

Sh. Jitender Kumar Garg $$$ Non-Executive NA NA 5 - -& Independent

Name of Director Category

No. of BoardMeetingsAttendedduring the

year

Attendanceat last

AGM heldon 9th June,

2007

Directorshipsin other

Companies#

Membershipsof committees

of otherCompanies##

Chairmanshipof committees

of otherCompanies##


(22)

AUDIT COMMITTEE

The Audit Committee comprises of experts specialized in accounting / financial management. During the year under th rdreview, Audit Committee has been reconstituted twice on 12 November, 2007 and on 23 November, 2007 due to

appointment/resignation of Directors.

Presently, the Audit Committee comprises of following Directors:-

Sh. Manohar Lal - ChairmanSh. Parmod Kumar - MemberSh. Kailash Mohan Mehta - MemberSh. Devendra Singh - Member

Ms. Shweta Malhotra, Company Secretary acts as the Secretary to the Committee.

The terms of reference and the powers of the Audit Committee are in conformity with the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. The terms of reference are briefly described below:-

1. To ensure that financial statements are correct, sufficient and credible.2. Recommend the appointment, re-appointment and if required, replacement or removal of Statutory Auditors,

fixation of audit fees and approving payment for any other services.3. Review with management, the annual and quarterly financial statements before submission to the Board.4. To hold discussions with Internal Auditors & External Auditors.5. To review financial and risk management policies.6. To review the following information:

lManagement discussion and analysis of financial condition and results of operations;lStatement of significant related party transactions;lManagement letters / letters of internal control weakness issued by the Statutory Auditors;lInternal audit reports relating to internal control weaknesses;lThe appointment, removal and remuneration of Chief Internal Auditor; andlThe financial statements, in particular, the investments made by unlisted subsidiary companies.

And in the process, The Audit Committee is empowered to investigate any activity within its terms of reference; seeking information from any employee; obtain advice from outside legal professional and to secure attendance of outsiders with relevant expertise, wherever considered.

th th thDuring the year 2007-08, five meetings of the Committee were held on 9 May, 2007; 11 July, 2007; 15 October, 2007; th st12 November, 2007 and 21 January, 2008.

The attendance of the Audit Committee Members is given below: -

Name of Director Designation No. of meetings attended

Sh. Manohar Lal Chairman 5

Sh. Vijay Pal Bhati* Member 3

Sh. Rajesh Singla** Member 4

Sh. Nanak Chand Tayal** Member 4

Sh. Parmod Kumar# Member 1

Sh. Kailash Mohan Mehta# Member 1

Sh. Devendra Singh# Member 1


(23)

th*Ceased to be a Director w.e.f. 12 November, 2007rd** Ceased to be members w.e.f. 23 November, 2007rd# appointed as members w. e. f. 23 November, 2007

In addition to the members of the Audit Committee, these meetings were attended by the heads of accounts, finance and other respective functional heads & Statutory Auditors of the Company and those executives of the Company who were considered necessary for providing inputs to the Committee as invitees.

Investors Grievance & Share Transfer Committee specifically looks into redressing of shareholders' and investors' complaints/grievances and all the work pertaining to share transfers, non receipt of annual reports, dividend payments, issue of duplicate certificates, dematerialization of shares, transmission(with or without legal representation) of shares. The Committee oversees and review performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services.

rdDuring the year under review, Investors' Grievance & Share Transfer Committee has been reconstituted on 23 November, 2007.

Presently, the Investors' Grievance & Share Transfer Committee comprises of following Directors:-

Sh. Parmod Kumar - ChairmanSh. Manohar Lal - MemberSh. Rajesh Singla - MemberSh. Nanak Chand Tayal - Member

Ms. Shweta Malhotra, Company Secretary acts as the Secretary to the Committee.

th th st thDuring the year 27 meetings of the Committee were held on 20 April, 2007; 30 April, 2007; 21 May, 2007; 11 June, th th th th th st th2007; 15 June, 2007; 25 June, 2007; 10 July, 2007; 20 July, 2007; 20 August, 2007; 31 August, 2007; 10 September, th th th th th st2007; 14 September, 2007; 20 September, 2007; 29 September, 2007; 10 October, 2007; 20 October, 2007; 31

th th th st st thOctober, 2007; 10 December, 2007; 26 December, 2007; 10 January, 2008; 21 January, 2008; 31 January, 2008; 11 th th th thFebruary, 2008; 20 February, 2008; 29 February, 2008; 10 March, 2008 and 25 March, 2008.

The attendance of the Investors Grievance and Share Transfer Committee is given below: -

Name of Director Designation No. of meetings attended

Sh. Manohar Lal* As Chairman 17

Sh. Manohar Lal As Member 10

Sh. Parmod Kumar## Chairman 10

Sh. Rajesh Singla Member 27

Sh. Nanak Chand Tayal Member 27

rd*Resigned from Chairmanship of the committee on 23 November, 2007 continuing as a member.rd## Appointed as Chairman w. e. f. 23 November, 2007.

During the year 2007-08, no complaint was received from shareholders/investors and no complaint was pending at the beginning or end of the year.

INVESTORS' GRIEVANCE & SHARE TRANSFER COMMITTEE


(24)

GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under

Year Venue Day/Date Time

2006-07 C-4/1, 100 Ft. Road, Saturday/09.06.2007 11.30 A.M North Chhajjupur,Shahdara, Delhi-94

2005-06 Badle Bhawan, Chhuria Saturday/30.09.2006 11.30 A.MMohalla, Tuglakabad, New Delhi 110044

2004-05 46, Billey Awana Bhawan, Friday/30.09.2005 11.30 A.MVill. Mithapur, Badarpur,New Delhi 110044

All resolutions moved at the Last Annual General Meeting were passed by show of hands by the requisite majority of members attending the meeting. There were no special resolutions passed by the Company necessitating postal ballot at any of the above meetings. The following are the Special Resolutions passed at the previous Annual General Meetings held in past 3 years.

AGM held on Whether Special Summary ofResolution passed Special Resolution

th17 Annual General Meeting Special resolution u/s 372A forheld on 09.06.2007 Yes Investments/Inter Corporate Loan

th16 Annual General Meetingheld on 30. 09. 2006 No

th15 Annual General Meeting Noheld on 30.09.2005

The following Extraordinary General Meetings were held during the last three years: -

Year Venue Day/Date Time

nd2007-08 Flat No.202, 2 Floor, Wednesday/20.02.2008 11.30 A.M27 New Delhi House,Barakhamba Road, New Delhi

nd2007-08 Flat No.202, 2 Floor, Tuesday/11.12.2007 11.00 A.M27 New Delhi House,Barakhamba Road, New Delhi

2006-07 C-4/1, 100 Ft. Road, North Chhajjupur, Thursday/08. 03. 2007 11.00 A.M.Shahdara, Delhi 110094

2006-07 C-4/1, 100 Ft. Road, Monday/15. 01. 2007 10.30 A.M.North Chhajjupur, Shahdara,Delhi 110094


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2005-06 46, Billey Awana Bhawan, September/10.09.2005 11.00 A.M.Vill. Mithapur, Badarpur,New Delhi 110044

During the last year special resolution were passed through Postal Ballot for Change in objects incidental or Ancillary to main objects, Authority to Board for Investments / Inter-corporate deposits, Increase in Authorized Capital and Change in Main Objects & Name of the Company. A detail of Voting Pattern is as follows: -

Change in objects Authority to Board for

Particulars incidental or ancillary Investments / Inter - Corporateto main objects deposits

Number of valid postal ballot forms received 166 166

Votes in favour of the Resolution 145 131

Votes against the Resolution 21 35

Number of invalid postal ballot forms received Nil Nil

Smt. Savita Trehan, Practising Company Secretary was appointed as Scrutinizer to conduct the Postal Ballot Exercise.

Postal Ballot Forms were sent along with the notice of the meeting. The Forms were received 3 days before the EGM by 1800 hrs, and the report of Scrutinizer was presented to the Board 1 day before the EGM which was announced at the time of EGM.

a) There have been no materially significant related party transactions, pecuniary transactions or relationship stbetween the company and its directors for the year ended 31 March, 2008 that may have a potential conflict with

the interest of the company at large. Transactions with related parties are disclosed in Note No10 of Schedule V to the Annual Accounts.

b) For the year under review, all Directors & Senior Management Personnel of the Company have confirmed their adherence to the provisions of the Code of Conduct applicable to them.

c) The Company follows the mandatory Accounting Standards prescribed by the Institute of Chartered Accountants of India and, to the best of its knowledge; there are no deviations in the accounting treatments which require specific disclosure.

d) The Company has complied with the all mandatory requirements of Clause 49 of Listing Agreement as applicable.

e) The non-mandatory requirements are not being complied with for the time being.

A qualified Practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL); Central Depository Services (India) Limited (CDSL) and the total issued & listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the total number in physical form and the total number of dematerialized shares held with NSDL and CDSL.

DISCLOSURES

SECRETARIAL AUDIT


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MEANS OF COMMUNICATION

The quarterly/half yearly and annual financial results of the company are generally published in “The Pioneer” in English and “Haribhoomi” or “Veer Arjun” in Hindi for the information of all the Shareholders.

All material information about the Company is promptly sent to the stock exchanges and regular notices/updates are given/provided to the media and shareholders about its financial as well as other developments.

GENERAL SHAREHOLDER INFORMATION

th a) 18 Annual General Meetingth- Day & Date Tuesday, 30 September, 2008

- Time 11.30 A. M.- Venue Regent Hall, Hotel Connaught

37, Shahid Bhagat Singh Marg,Connaught Place,New Delhi - 110001

b) Financial Calendar, 2008ndFirst Quarter Results 2 week of July, 2007rdSecond Quarter & Half Yearly Results 3 week of October, 2007thThird Quarter Results 4 week of January, 2008

Fourth Quarter Results Last week of April, 2008

st stc) Financial Year 1 April to 31 March

rd thd) Book Closure 23 Sept. 2008 to 30 Sept. 2008(both days inclusive)

ste) Dividend Payment Date(s) On or after 1 October, 2008

f) Listing on Stock Exchanges The Delhi Stock Exchange Association Ltd.DSE House, 3/1 Asaf Ali Road,New Delhi 110002Ph. No.-011-23292417-418Fax No.-011-23292181

Jaipur Stock Exchange LimitedStock Exchange Building,JLN Marg, Malviya Nagar,Jaipur 302017Ph. No.-0141-2729094Fax No.-0141-2729082

Ahmedabad Stock Exchange LimitedKamdhenu Complex,Opp. Sahajanand College,Panjara Pole, Ambawadi,Ahmedabad 380015Ph. No.-079-26307971-74Fax No.-079-26308877Website www.aseindia.org


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g) ISIN for NSDL & CDSL INE 953I01015

h) Registrar and Transfer Agents BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD.

rdBEETAL HOUSE, 3 Floor, 99, Madangir, Behind Local Shopping Centre, New Delhi 110062Ph. # 011-29961281 (6 lines)Fax # 011-29961284

To expedite the share transfer, Shareholders/Investors' Grievance Committee is constituted to authorize all the transfers; transmission etc. and all shares transfer/transmission/transposition/ dematerialization is handled by our RTA's.

i) Dematerialization of SharesstAs on 31 March, 2008 7610800 shares equivalent to 45.84%stAs on 31 August, 2008 14924600 shares equivalent to 89.89%

j) Distribution of shareholding

Shareholding No. of % No. of %of Nominal Value Shareholders Shares (Rs.)

Up to 5000 45 14.11 10,200 0.0614

5001 to 10000 38 11.91 37,600 0.2265

10001 to 20000 31 9.72 56,900 0.3427

20001 to 30000 27 8.46 66,100 0.3982

30001 to 40000 25 7.84 91,700 0.5524

40001 to 50000 22 6.90 1, 07,300 0.6463

50001 to 100000 42 13.17 3, 13,400 1.8878

100001 and above 89 27.90 1, 59, 18,400 95.8847

TOTAL 319 100.00 1, 66, 01,600 100.00

k) Request to Investors

i) Investors are requested to communicate change of address, if any, directly to the Registrar and Share Transfer Agent of the Company.

ii) As required by SEBI, Investors shall furnish details of their respective banks account number and name and address of the bank for incorporating in the dividend warrants to reduce the risk to them of fraudulent encashment.

iii) Investors holding shares in electronic form are requested to deal only with their respective depository participant for change of address, nomination facility, bank account number etc.


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l) All requests and other communications/correspondence should be sent at the Company's HeadOffice at: -

Ms. Shweta MalhotraCompany SecretarySRS Real Infrastructure LimitedE-18, Nehru Ground,N. I. T. Faridabad 121001Ph. # 0129-2422802-03 Fax # 0129-4036560Email:[email protected]

On behalf of the BoardFor SRS Real Infrastructure Ltd.


(Anil Jindal)CMD

DIN - 00005585

(Rajesh Mangla)Director

DIN - 00005669


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Auditors Certificate regarding Compliance of conditions of Corporate Governance.

To the Members ofSRS Real Infrastructure Ltd.

We have examined the Compliance of Corporate Governance by SRS Real Infrastructure Ltd.(the Company) for the year stended 31 March, 2008 as stipulated in clause 49 of the Listing Agreement of the said with the stock exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was carried out in accordance with the Guidance note on Corporate Governance(as stipulated in clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor expression of opinion on the financial statements of the Company.

In our opinion and to best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Neeraj & Naresh Chartered Accountants

Naresh Goyal Partner

Membership No.501487



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Declaration regarding compliance with the code of conduct of the Company by Board members and senior management personnel

This is to confirm that the company has adopted Code of Conduct for the Board of Directors and senior personnel of the company.

I declare that the Board of Directors and senior management personnel have affirmed compliance with the Code of Conduct of the Company.

Place : Faridabad (Anil Jindal)Date: 04.09.2008 CMD

CMD’S DECLARATION


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Certifications by CMD & CFO of the Company

We, Anil Jindal, CMD and Nanak Chand Tayal, CFO, of SRS Real Infrastructure Ltd., to the best of our Knowledge and belief, certify that:

1. We, have reviewed the Financial statements and cash flow Statements for the year and to the best of the our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violative of the Company's code of conduct.

3. We are responsible for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and Audit Committee, wherever applicable:

a) Deficiencies in the design or operation of internal controls, if any, which come to our notice and steps have been taken/proposed to be taken to rectify these deficiencies;

b) Significant changes in internal control over financial reporting during the year;

c) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements.

d) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

Place: Faridabad (Anil Jindal) (Nanak Chand Tayal)Date: 04.09. 2008 CMD CFO


MANAGEMENT’S DISCUSSION& ANALYSIS REPORT

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MANAGEMENT'S DISCUSSION & ANALYSIS REPORT

INDUSTRY OVERVIEW

HOUSING

COMMERCIAL

The Indian economy is steadily moving forward on its path to prosperity with economic development being the focal point of the progress. Infrastructure in India is perched for a “Golden Era” and is on a strong growing path witnessing growth @ 30%. Real estate will be a key driver and over USD 435 Bn. investment is expected in this sector over the next 5 years (Edelweiss Research). The growth in the economy is leading to a growing demand across the real estate verticals - be it the residential, commercial or retail.

In the post liberalization era, India has attracted huge quantum of foreign direct investment on account of its excellent economic performance and recently real estate sector has also been deregulated and liberalized. Today, India is the second fastest growing large economy in the world - bettered by China. It is seen as a most appealing destination for investment by domestic as well as the overseas investors across the border buttressed by the rising GDP rates, improving demographics, favorable purchasing power parity, organized retail sector and the impetus of growing population in the working-age category.

Real estate is one of the fastest growing sectors in India. Market analysis pegs returns from realty in India at an average of 14% annually with a tremendous upsurge in commercial real estate on account of the Indian BPO boom. Lease rentals have been picking up steadily and there is a gaping demand for quality infrastructure. A significant demand is also likely to be generated as the outsourcing boom moves into the manufacturing sector. Further, the housing sector has been growing at an average of 34% annually, while the hospitality industry witnessed a growth of 10-15% last year.

This strong economic growth, along with the demographic impetus of a growing population in the working-age category, is creating a massive demand supply mismatch across the real estate sector. The sheer increase in the 'need for built-up space' is opening up several opportunities for developers- be it for constructing residential properties, creating commercial space for offices or retail, developing entertainment zones.

Indian industry body, ASSOCHAM, asserts that housing demand is poised to see a growth of around 80 Million for the lower-income and the lower-middle income groups. Scope for 400 township projects over the next five years spread across 30 to 35 cities, each having a population of 0.5 million. According to study by Indicus Analytics there would be a demand of 24.3 million houses by 2015.

In the commercial office space segment, demand is currently being driven by the IT and the business process outsourcing (BPO) services businesses. The IT / ITES / BPO industry demand is expected to grow at around 75-80 Mn sq. ft. of area every year over the next 5 years. This sector alone makes up 80% of the commercial space demand in India.

Given such demand drivers, industry sources believe that the real estate sector in India is expected to grow to US$ 40-50 billion industry in 2010.

Yet, despite impressive growth, the real estate sector continues to be highly fragmented both in terms of players and markets. There are far too many so called real estate developers in the markets. As a result of which some recession was felt in the Industry but in this competitive Industry group with creditability will sustain.


ANNEXURE - III

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COMPANY DEVELOPMENTS

SWOT ANALYSIS

HUMAN RESOURCES

RISKS AND OUTLOOK

The development of your company is good. Construction of 'SRS Residency' at Sector-88, Faridabad is at full swing and about 35 per cent has been completed. We have received license for our project at Sector-87, Faridabad and Hotel at Prithla.

Further the company is also expanding its area of operation outside NCR to Tier II & III cities.

Strength: - Basic strengths of our company are that we put sincere efforts with good intensions in all the projects we undertake. We are committed towards our customers and deliver quality products.

Weakness: - Our main weakness is that we are new in this sector and have less experience as compared to other

established players.

Opportunities: - Potential for expansion in the smaller towns and other geographies like Tier II & III cities.

Threat: - Escalation in costs because of rising prices of raw materials and competitive environment with diverse players is the major threats the company could face.

The performance expected from your Company requires a disciplined, focused work culture and demands an ongoing effort to sustain an engaged workforce. During the year, significant resources and efforts were devoted to people engagement initiatives to support a performance driven culture and to enhance a Passion to Win mindset for a higher level of productivity. The performance culture made more robust by focusing on employee development, encouraging greater leadership skills and improved motivation. A greater understanding of employee engagement enabled the Company to improve employee performance.

One of the cornerstones of the company culture is teamwork and continuous learning. To promote this, the company focused on supporting people to unlock their own potentials and to enable them to work with a superior team spirit.

In the course of its business, the company is exposed to a wide variety of risks.

The company is pursuing a strategy of high growth through entry into new markets. Though the company has, in the recent past, significantly scaled up its internal as well as external resources in keeping with its strategy, it remains to be seen if the company can manage this growth effectively.

Demand for real estate especially residential real estate is sensitive to interest rate movements. Interest rate in India is exhibiting a rising trend, which could discourage consumer from borrowing to finance real estate purchases and thereby depress the real estate market. Also, recent curbs by RBI and the Government of India to reduce credit flow to real estate sector may affect company's plan.

Rise in cost of raw materials could impact company's performance. While the prices of cement and steel are beyond company's control, we have been leveraging the bargaing power of scale to manage the cost of other materials through consolidated purchase of those materials.


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Real estate business in India being highly regulated by Governments at various levels, several regulatory approvals, permits licenses etc. are required to be obtained from the Government from time to time for our projects. Any delay in obtaining such approvals can affect the timely execution of our projects.

While there remain a number of risks to our business, company's capital efficiency, relatively low average cost of land bank and its innovative methods of turning around cash flows, we believe that the company will continue to generate healthy shareholder returns for the future.

Therefore, the company's outlook for 2007-08 remains positive.

SRS Real Infrastructure Ltd. is socially responsible company. Donation of Rs.5, 00,000/- been made to Umang an NGO. Our Chairman & Managing Director Dr. Anil Jindal is a member of Prayas Social Welfare Society, a society engaged in various social welfare activities. Moreover forthcoming target of the company is to provide employment to at least ten thousand people and to construct 1 lac low cost homes in Tier III cities for the ordinary man. Company also fulfills its obligation towards its shareholders by working as a trustee to their funds by utilizing it in a best possible manner.

The company has proper and adequate system of internal controls to ensure that all assets are safe guard and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported correctly and adequately.

The Internal control system provides for well documented policies, guidelines, authorizations, approvals and procedures. The internal control is designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the company.

Certain statements in the 'Management's Discussion and Analysis' Report describing the Company's view about the industry, expectations/predictions, objectives etc. may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this report. Important factors that could make a difference include change in supply & demand conditions affecting selling prices of steel, cement and other products, change in Government Regulations, tax regimes, economic developments within the country and factors such as litigation, industrial relations and such other factors.

CORPORATE SOCIAL RESPONSIBILITY

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

CAUTIONARY STATEMENT


FINANCIAL STATEMENTS OFSRS REAL INFRASTRUCTURE LTD.


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AUDITORS' REPORTTo,The Members ofSRS REAL INFRASRTUCTURE LIMITED,

1. We have audited the attached Balance Sheet of SRS REAL INFRASRTUCTURE LIMITED ('the Company') as at 31st March 2008, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 [as amended by the Companies (Auditor's Report) (Amendment) Order, 2004] [hereinafter referred to as 'Order'] issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956;

st(v) On the basis of written representations received from the Directors, as on 31 March 2008 and taken on strecord by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2008

from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For NEERAJ AND NARESHChartered Accountants

CA. NARESH GOYAL (Partner)M. No. 501487


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ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date,

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, major fixed assets have been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(c) There was no substantial disposal of fixed assets during the year.

ii. (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As far as we could ascertain and according to the information and explanations given to us, no material discrepancies were noticed between the physical stock and the book records.

iii. (a) The company has not granted any loans to any person covered in the register maintained under section 301 of the Companies Act 1956.

(b) The Company had taken loan from 3 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2030.03 lacs and the year-end balance of loans taken from such parties was Rs. 169.66 lacs.

(c) In our opinion, the rate of interest and other terms and conditions for such loans taken from companies listed in the register maintained under section 301 of the Companies Act 1956 are not, prima facie prejudicial to the interest of the company.

(d) The repayment of the principal amount of loan taken and interest has been regular.

(e) There is no overdue amount in excess of rupees one lakh in respect of loans of the aforesaid parties listed in the register maintained under section 301 of the Companies Act 1956.

iv. In our opinion and according to the information and explanation given to us, having regard to the explanations that it is not feasible to obtain comparable alternative quotations for purchase of land for sale or development, there is an adequate internal control system commensurate with the size of the company and the nature of its nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v. (a) According to information and explanations given to us, we are of the opinion that the particulars of all

contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.


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vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder are not applicable to the Company.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business and activities.

viii. According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

ix. (a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty and Cess and any other material statutory dues applicable to it except in a few cases.

stx. The company has no accumulated losses as at 31 March 2008 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which are in arrear as

stat 31 March 2008 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

repayment of dues to its Bankers. The Company did not have any outstanding debentures or any outstanding loans from any financial institution during the year.

xii. In our opinion and according to the information & explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. As per the information and explanations given to us, the Company has given corporate guarantee for loan taken by one party from bank. In our opinion, the terms and conditions of such guarantee are not prejudicial to the interest of the company.

xvi. To the best of our information and knowledge and as per records verified by us, the Company has applied its term loans for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. According to the information and explanations given to us, the Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price, at which shares have been issued, is not prejudicial to the interest of the Company.


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xix. According to the information and explanations given to us, the Company has not issued any debentures. Therefore, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by means of public issue during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.





SHWETA MALHOTRA(COMPANY SECRETARY)

AS PER OUR REPORT OF EVEN DATE ATTACHED

For NEERAJ AND NARESH FOR AND ON BEHALF OF THE BOARDChartered Accountants



ANIL JINDAL(CHAIRMAN & MANAGING DIRECTOR)

DIN : 00005585

RAJESH MANGLA(DIRECTOR)

DIN : 00005669

M. No. : 18730

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SOURCES OF FUNDS

Share Holders' Funds

Share Capital A 166,016,000.00 36,016,000.00

Reserves & Surplus B 934,151,846.82 1,100,167,846,82 7,508,989.36 43,524,989.36

Loan Funds

Secured Loans C 57,958,824.00 -

Deferred Tax Liability (Net) D 1,229.00 -

1,158,127,899.82 43,524,989.36

APPLICATION OF FUNDS

Fixed Assets E

Gross Block 3,408,382.00

Less:- Depreciation 103,661.00

Net Block 3,304,721.00 -

Capital Work In Progress 68,902,761.90

72,207,482.90

Investments F 522,972,000.00 -

Current Assets, Loans & Advances

Inventories G 335,085,109.10 230,265,800.00

Sundry Debtors H 14,689,220.50 -

Cash & Bank Balances I 66,892,827.18 29,837,980.36

Loans & Advances J 713,277,068.33 -

Other Current Assets K 1,574,847.00 1,105,049.00

1,131,519,072.11 261,208,829.36

Less: Current Liabilities & Provisions

Current Liabilities L 557,576,259.93 217,683,710.00

Provisions M 10,994,395.26 130.00

568,570,655.19 217,683,840.00

Net Current Assets 562,948,416.92 43,524,989.36

1,158,127,899.82 43,524,989.36

Significant Accounting Policies and Notes to Accounts V

The schedules referred to above and notes to accounts form anintegral part of the financial statement.

PARTICULARS SCH.AS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

BALANCE SHEET AS AT 31.03.2008








DIN : 00005585


DIN : 00005669

M. No. : 18730

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INCOME

Sales N 171,428,227.51 38,322,500.00

Other Income O 1,589,227.00 164,718.00

Increase / (Decrease) in Inventories P 104,819,309.10 192,913,300.00

277,836,763.61 231,400,518.00

EXPENDITURE

Cost Incurred on Projects Q 152,060,591.77 230,265,800.00

Purchases Material for Resale 85,238,694.28 -

Personnel Expenses R 2,146,742.00 104,276.00

Office & Administration Expenses S 1,314,973.15 1,851,076.00

Financial Expenses T 1,988,299.69 16,850.00

Marketing & Selling Expenses U 12,120,230.00 12,224.00

Depreciation E 103,661.00 -

254,973,191.89 232,250,226.00

PROFIT FOR THE YEAR BEFORE TAX 22,863,571.72 (849,708.00)

PRIOR PERIOD ITEMS

Add : Prior Period Incomes - 18,655,282.00

Less : Listing Fees for Prior Periods - - 156,600.00 18,498,682.00

PROFIT BEFORE TAX 22,863,571.72 17,648,974.00

LESS : PROVISION FOR TAX

Current 6,760,151.40 -

Deferred 1,229.00 -

FBT 56,827.00 130.00

Income Tax on Prior Period Incomes - 6,818,207.40 11,453,169.00 11,453,299.00

PROFIT AFTER TAX 16,045,364.32 6,195,675.00

Brought Forward Balance of Profit & Loss A/c 7,508,989.36 1,313,314.36

APPROPRIATION

Proposed Dividend 8,036,674.10 -

Dividend Distribution Tax 1,365,832.76 -

Transfer to General Reserves 401,134.11 -

Amount Carried to Reserves & Surplus 13,750,712.71 7,508,989.36

EARNING PER SHARE (Face Value Rs. 10)Basic & Diluted 2.40 (0.24)(Also refer note No. 11 of Sch. V, Notes to Accounts)

PARTICULARS SCH.YEAR ENDED

31.03.2008YEAR ENDED

31.03.2007

(Amount in Rs.)

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008


CASH FLOW STATEMENT FOR THE YEAR ENDED AT 31.03.2008

A CASH FLOW FROM OPERATING ACTIVITIES

(I) PROFIT AS PER PROFIT & LOSS ACCOUNT 16,045,364 (849,838)

(II) ADJUSTMENT FOR NON CASH EXPENDITURE

DEPRECIATION E 103,661 -

PROVISION FOR INCOME TAX AND FBT AND EMPLOYEE

BENEFITS 6,976,502 130

PROVISION FOR DEFERRED TAX D 1,229 -

TOTAL (II) 7,081,392 130

(III) ADJUSTMENT FOR CHANGE IN WORKING CAPITAL

INCREASE/(DECREASE) IN CURRENT LIABILITIES L 339,892,550 217,652,610

INCREASE/(DECREASE) IN CURRENT ASSETS G TO K (833,225,396) (194,018,349)

PAYMENT OF INCOME TAX AND FBT (5,384,744) -

TOTAL (III) (498,747,590) 23,634,261

CASH IN FLOW FROM OPERATING ACTIVITY (I)+(II)+(III) (475,620,833) 22,784,553

B CASH FLOW FROM FINANCING ACTIVITY

INCREASE IN SECURED LOANS C 57,958,824 -

INCREASE IN SHARE CAPITAL A 130,000,000 -

INCREASE IN SHARE PREMIUM B 920,000,000 -

CASH IN FLOW FROM FINANCING ACTIVITY (B) 1,107,958,824 -

C CASH FLOW FROM INVESTMENT ACTIVITY

INCREASE IN CAPITAL EXPENDITURE E (72,311,144) -

INVESTMENTS IN SUBSIDIARIES F (522,972,000) -

CASH OUTFLOW FLOW FROM INVESTMENT ACTIVITY (595,283,144) -

D CASH IN FLOW FROM PRIOR PERIOD ITEMS (net of tax) - 7,045,513

NET CASH INFLOW A+B+C+D 37,054,847 29,830,066

OPENING CASH & CASH EQUIVALENT 29,837,980 7,914

CLOSING CASH & CASH EQUIVALENT 66,892,827 29,837,980

Sr.No.

2007-2008SCH. 2006-2007P A R T I C U L A R S

(Amount in Rs.)







DIN : 00005585


DIN : 00005669

M. No. : 18730

(41)


(42)

SCHEDULE - A

AUTHORISED CAPITAL :

2,50,00,000 Equity Shares of Rs 10/- Each Fully Paid 250,000,000.00 250,000,000.00

(Previous year 2,50,00,000 Equity Shares of Rs 10/- Each Fully Paid)

250,000,000.00 250,000,000.00

ISSUED, SUBSCRIBED & PAID UP CAPITAL

1,66,01,600 Equity Shares of Rs 10/- Each fully paid 166,016,000.00 36,016,000.00

(Previous Year 36,01,600 Equity Shares of Rs 10/- Each Fully Paid)

166,016,000.00 36,016,000.00

SCHEDULE - B

Reserves & Surplus

I. Share Premium

Balance at the beginning of the year - -

Addition during the year 920,000,000.00 -

Closing Balance 920,000,000.00 -

II. GENERAL RESERVES

Balance at the beginning of the year - -

Addition during the year 401,134.11 -

Closing Balance 401,134.11 -

III. PROFIT & LOSS ACCOUNT

As per Profit and Loss Account 13,750,712.71 7,508,989.36

Closing Balance 13,750,712.71 7,508,989.36

Total Carried Forward to Balance Sheet (I+II+III) 934,151,846.82 7,508,989.36

SCHEDULE - C

SECURED LOANS

Cash Credit with Central Bank of India 2,413,981.99 -

Bank Overdraft with Central Bank of India 6,000,000.00 -

Interest Accrued and Due 87,012.00

Bank Overdraft with Union Bank of India 48,004,733.01 -

Vehicle Loan - ICICI Bank 1,453,097.00 -

57,958,824.00 -

(Repayable within next 12 months - Rs. 5,06,255/-)

a.) Cash credit Facility is secured against Hypothecation of Stock in Trade of building material business. Bank Overdraft with Central bank of India is secured against Debtors and Account Receivables of building material business. The facilities are further secured against all movable fixed assets of company present & future, Equitable mortage of the properties of Directors & relatives and certain group companies and Personal Guarantees of the Directors & relatives and corporate guarantee of group companies.

b.) Bank Overdraft Facility with Union Bank of India is secured by the Pledge of Fixed Deposits.

c.) Vehicle loans are secured by hypothecation of respective vehicles.

SCHEDULE - D

DEFERRED TAX LIABILITY

I Deferred Tax Liabilities 55,451.00 -

II Deferred Tax Assets (54,222.00) -

Net Deferred Tax Liability (I-II) 1,229.00 -

(Also refer Note No. 6 of Sch. V”Notes to Accounts”)

PARTICULARSAS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)


SCHEDULES

(43)

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SCHEDULE - F

INVESTMENTS

(LONG TERM, TRADE, UNQUOTED)

In Subsidiary Companies

1). Akriti Realtech Pvt. Ltd. 100,000.00 -

10000 Shares of Rs. 10/- each

2). Bhavani Realbuild Pvt. Ltd. 100,000.00 -


3). Bright Infrabuild Pvt. Ltd. 100,000.00 -


4). Dawn Developers Pvt. Ltd. 100,000.00 -


5). Dimension Infrastructure Pvt. Ltd. 100,000.00 -


6). Glory Buildcon Pvt. Ltd. 100,000.00 -


7). Haryana Infracon Pvt.Ltd. 100,000.00 -


8). Mehar Builders Pvt. Ltd. 100,000.00 -


9). Modern Ashiana Builders Pvt. Ltd. 100,000.00 -


10). Mounthill Builders P. Ltd. 100,000.00 -


11). Rebnoor Infrabuild Pvt. Ltd. 100,000.00 -


12). Skyhigh Colonizers Pvt. Ltd. 100,000.00 -


13). SPS Buildcon Ltd. 33,390.000.00 -


14). SRS Retreat Services Ltd. 150,265,000.00 -


15). SRS Real Estate Ltd. 338,117,000.00 -


TOTAL 522,972,000.00 -

SCHEDULE - G

INVENTORIES

(As taken, valued & certified by the Management)`

Work In progress of Projects 330,277,353.97 230,265,800.00

Goods Held for Resale 4,807,755.13 -

(Also refer Note No. 14 of Sch. V “Notes to Accounts”) 335,085,109.10 230,265,800.00

SCHEDULE - H

SUNDRY DEBTORS

(Unsecured, considered Good)

i. Debts Outstanding For a Period Exceeding 6 Months - -

ii. Others 14,689,220.50 -

14,689,220.50 -

PARTICULARSAS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

(44)


SCHEDULE - I

CASH & BANK BALANCES

Cash in Hand 762,030.36 2,631.36

Balance with Schedules Banks

- in FDRs* 50,000,000.00 -

- in current accounts 16,130,796.82 29,835,349.00

(*Pledged with Bank for Over Draft Facility) 66,892,827.18 29,837,980.36

SCHEDULE - J

LOANS & ADVANCES

Advance for Projects

- To Subsidiary Companies 431,085,624.00 -

- To Other Collaborators 143,838,275.00

Advance to Suppliers 2,198,301.16 -

Other Advances` 135,452,782.00 1,100,000.00

Advance Revoverable in Cash or Kind Value to be Recovered 702,086.17 5,049.00

713,277,068.33 1,105,049.00

SCHEDULE - K

OTHER CURRENT ASSETS

Interest Accrued on Fixed Deposits (Net of TDS of Rs. 124278/-) 972,613.00 -

Security paid 5,000.00 -

Prepaid Expenses 597,234.00 -

1,574,847.00 -

SCHEDULE - L

CURRENT LIABILITIES

Duties & Taxes Payable 7,605,364.00 6,518.00

Advance from Customers 77,251,722.00 -

Sundry Creditors

Due to Small & Micro Enterprises - -

Other Creditors 68,382,187.90 189,959,000.00

Book Overdraft 20,125,364.03 -

Advance from Collaborators 383,669,523.00 26,635,000.00

Other Libailities 542,099.00 1,083,192.00

557,576,259.93 217,683,710.00

PARTICULARSAS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

(45)


SCHEDULE - M

PROVISIONS

Provision for Income Tax 1,391,122.40 -

(Net of Advance Tax of Rs. 51,96,547/- & TDS Rs. 1,72,482/-)

Provision for FBT (net of Advance Tax of Rs. 15,585/-) 41,242.00 130.00

Proposed Dividend 8,036,674.10 -

Provision for Dividend Distribution Tax 1,365,832.76 -

Provision for Gratuity 71,804,.00 -

Provision for Leave Encashment 87,720.00 -

10,994,395.26 130.00

SCHEDULE - N

OPERATING INCOME

Sale of Land* 88,000,000.00 -

Sale of Shares - 38,322,500.00

Sale of Building Material 83,428,227.51 -

(*Also refer Note No. 5 & 14(b) of Sch. V “Notes to Accounts”) 171,428,227.51 38,322,500.00

SCHEDULE - O

OTHER INCOMES

Interest Received on FDR (TDS Rs. 124278/-, P/Y “Nil”) 1,096,891.00 -

Commission Received (TDS Rs. 48204/-, P.Y. Rs. 5049/-) 468,000.00 90,000.00

Misc. Income 24,336,.00 74,718.00

1,589,227.00 164,718.00

SCHEDULE - P

INCREASE / (DECREASE) IN INVENTORIES

Opening Stock 230,265,800.00 37,352,500.00

Closing Stock 335,085,109.10 230,265,800.00

104,819,309.10 192,913,300.00

SCHEDULE - Q

COST INCURRED ON PROJECTS

Purchase of Land 94,352,151.00 230,265,800.00

Material Costs 341,825.00 -

Construction Costs 392,430.00 -

Commission 34,951,455.00 -

Government Charges 18,263,214.44 -

Employee Cost 689,390.00 -

Selling Costs - -

Borrowing Costs 2,691,124.33 -

Administrative & Other Costs 379,002.00 -

(Also refer Note No. 14 of Sch. V “Notes to Accounts”) 152,060,591.77 230,265,800.00

SCHEDULE - R

PERSONNEL EXPENSES

Salaries, Wages, Stipend & other allowances 1,833,159.00 102,392.00

Contribution to Provident Fund & Other Funds 84,194.00 -

Director’s Remuneration 1,000,000.00 -

Staff Welfare - 1,884.00

Provision for Employee’s benefits 159,524.00 -

3,076,877.00 104,276.00

Less : Allocated to Capital Work in Progress 240,745.00 -

Less : Allocated to Projects 689,390.00 -

2,146,742.00 104,276.00

PARTICULARSYEAR ENDED


31.03.2007

(Amount in Rs.)

(46)


SCHEDULE - S

ADMINISTRATIVE AND OTHER EXPENSES

Audit Fees 75,000.00 10,000.00

Donation 500,000.00 -

Electricity Expenses 4,191.00 -

Legal and Professional 157,618.00 410,046.00

Listing Fee 137,474.51 28,800.00

General Meeting Expenses 18,050.00 8,275.00

Postage & Telegram 720.00 8,630.00

Printing & Stationery 49,530.00 11,050.00

Rates & Taxes 101,946.18 1,373,997.00

Rent 90,000.00 -

Repair & Maintenance Others 30,177.00 -

Repair & Maintenance-Vehicle 32,484.00 -

Telephone Expenses 10,420.00 -

Tour, Travelling and Conveyance Expenses 412,585.00

Other Expenses 143,431.46 278.00

1,763,627.15 1,851,076.00

Less: Allocated to Projects 379,002.00 -

Less: Allocated to Capital Work in Progress 69,652.00 -

1,314,973.15 1,851,076.00

SCHEDULE - T

FINANCIAL EXPENSES

Bank Charges 642,349.02 16,850.00

Bank Interest 1,386,886.00 -

Other Interest 2,617,092.00 -

Interest Paid on Vehicle Loan 33,097.00 -

4,679,424.02 16,850.00

Less : Allocated to Projects 2,691,124.33 -

1,988,299.69 16,850.00

SCHEDULE - U

MARKETING & SELLING EXPENSES

Advertisement Expenses 12,065,855.00 12,224.00

Business Promotion 54,375.00 -

12,120,230.00 12,224.00



31.03.2007

(Amount in Rs.)

(47)


(48)

SCHEDULE V:

stSignificant Accounting Policies and Notes to Accounts for the year ended 31 March 2008

A. Significant Accounting Policies

1. Basis of Accounting

The financial statements are prepared under historical cost convention on accrual basis and in accordance with the requirement of the Companies Act, 1956 and in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the said Act. Management evaluates the effect of the accounting standards issued on a continuous basis and ensures that they are adopted as mandated under law and by ICAI. The accounting policies, except otherwise stated, have been consistently applied by the company.

2. Use of Estimates

The preparation of financial statements is in conformity with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities and contingent assets on the date of financial statements and the reportable amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the year in which the results are known/materialized.

3. Revenue Recognition

3.1. Revenue from projects / scheme is recognized on the basis of “Percentage of Completion Method”. The revenue is recognized in proportion to the actual cost incurred as against the total estimated cost of the projects/scheme under execution subject to such actual cost being 25% or more of the total estimated cost of the project/scheme.

The estimates relating to saleable area, sale value, estimated costs etc. are revised and updated periodically by the management and necessary adjustments are made in the current year's accounts.

3.2. Sale of undeveloped land and other properties are recognized in the financial year in which the transfer is made by written agreement to sell/registration of sale deed or otherwise in favour of parties when the significant risk and reward of the ownership are transferred and there is certainty of realization of the consideration.

3.3. The construction/development cost in respect of sales recognized is proportionately charged to the Profit & Loss A/c in consonance with the matching cost concept.

3.4. Interest on delayed payments by customers against dues is taken into account on acceptance or realization owing to practical difficulties and uncertainties involved.

3.5. Revenue from the sale of material is recognized at the time of transfer of the documents to title/ delivery of the material.

3.6. Revenue from interests is recognized on a time proportion basis.

3.7. Dividend Income on investment is accounted for when the right to receive the payment is established.


(49)

4. Fixed Assets, Capital Work in Progress and Intangible Assets

Fixed Assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the cost of acquisition / purchase price inclusive of duties, taxes, incidental expenses, erection/commissioning expenses, interest etc. up to the date the asset is ready for its intended use. Credit of duty, if availed, is adjusted in the acquisition cost of the respective fixed assets.

Capital Work-in-Progress, including capital advances, is carried at cost, comprising direct cost, related indirect expenses and interest on borrowings to the extent attributed to them.

Intangible assets are recognized as per the criteria specified in Accounting Standard -26 “Intangible Assets” issued by the Institute of Chartered Accountants of India and recorded at the consideration paid for acquisition.

5. Depreciation on Fixed Assets and Amortization

Depreciation on fixed assets is applied on straight-line basis as per the rates and manner specified in the Schedule XIV to the Companies Act, 1956 on pro rata basis.

Depreciation on fixed assets costing upto Rs.5000/- is provided @100% over a period of one year.

Intangible Assets are amortized over the useful life of the assets or ten years, whichever is earlier.

Depreciation on leasehold improvements are charged over the period of lease.

6. Borrowing Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are considered as part of the cost of Assets/Projects. Qualifying Asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are treated as period cost and charged to the profit and loss account in the year in which incurred.

7. Impairment of Assets

An asset is impaired if there are sufficient indication that the carrying cost would exceed the recoverable amount of cash generating asset. In that event an impairment loss so computed would be recognized in the accounts in the relevant year.

8. Investments

Current investments are stated at lower of cost and fair market value. Long-term investments are valued at their acquisition cost. The provision for any diminution in the value of long- term investments is made only if such a decline is other than temporary.

9. Inventories

Inventories are valued as under: -

a. Building Materials at lower of cost and net realizable value.

b. Projects/Contracts work in progress at lower of actual cost and net realizable value.

c. Land, Flats, Shops, Plots, Traded Goods etc. at lower of actual cost and net realizable value.


(50)

Costs of building materials are determined on First in First out ('FIFO') basis in the ordinary course of business.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

All expenses attributable directly and forming integral part of specific project / scheme are considered as part of the project cost and accordingly are considered in the valuation therein.

10. Taxation

Income tax expense is accounted for in accordance with AS-22 “Accounting for Taxes on Income” for both Current Tax and Deferred Tax as stated below:

Current Tax:Provision for Taxation is ascertained on the basis of assessable profit computed in accordance with the provisions of Income Tax Act, 1961.

Deferred Tax:Deferred Tax is recognized, subject to the consideration of prudence, as the tax effect of timing difference between the taxable income & accounting income computed for the current accounting year and reversal of earlier years' timing difference.

Deferred Tax Assets are recognized and carried forward to the extent that there is a reasonable certainty, except arising from unabsorbed depreciation and carry forward losses, which are recognized to the extent that there is virtual certainty, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

Fringe Benefit Tax:Fringe Benefit tax is provided on the aggregate amount of fringe benefits determined in accordance with the provisions of Income Tax Act, 1961.

11. Employee benefits

a) Defined Benefit PlanGratuity and long term compensated absences are provided for based on actuarial valuation carried out at the close of each year. The actuarial valuation is done by an Independent Actuary as per projected unit credit method.

b) Defined Contribution PlanThe company contribution to Employees Provident Fund and Family Pension Fund are deposited with the Regional Provident Fund Commissioner and is charged to Profit & Loss Account every year on due basis.

12. Cash Flow Statement

Cash flows are reported using the indirect method, whereby a profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, financing and investing activities of the company are segregated.


(51)

13. Earning Per Share (EPS)

Earning Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

14. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Liabilities which are material, and whose future outcome cannot be ascertained with reasonable certainty, are treated as contingent, and disclosed by way of notes to the accounts. Contingent Assets are neither recognized nor disclosed in the financial statement.

B. Notes to Accounts

1. Contingent Liabilities not provided for in respect of :

Particulars As at 31.03.2008 As at 31.03.2007

(Rs.) (Rs.)

Corporate Bank Guarantees 3495 lacs NIL

Other - -

2. In the opinion of the management, the value on realization of current assets, loans & advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet and provisions for all known liabilities has been made.

3. The company has entered into “Collaboration Agreement” with certain land-owners whereas the possession has been delivered to the company for development & construction of said land and marketing thereof. The payments towards cost of land are being made in accordance with respective Collaboration Agreements.

4. The information regarding Micro Enterprises and Small Enterprises as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

5. Events Occurring After Balance Sheet Date

During the year the company has transferred a portion of FSI related to one of its underdevelopment project through M/s SRS Real Estate Ltd., a company holding the license for the project and a subsidiary of the reporting company, to M/s Mariners Welfare Society for an aggregate consideration of Rs. 3495.14 lacs, out of which Rs. 880 lacs only has been realized. However, serious disputes arose and the cheques issued by M/s Mariners Welfare Society amounting to Rs. 1100 lacs had bounced during the month of May, 2008 and balance payment has been denied by the party. A civil suit has been filed in the Civil Court, Faridabad against the party in July, 2008.


(52)

After taking into account the events occurring after balance sheet date and owing to uncertainty over the realization of the balance consideration, the management has considered that the recognition of revenue beyond the amount actually received would not be prudent and be contrary to Accounting Standard 9 and accounting policy of the company. Accordingly, the management has now decided to give effect of the same in the balance

stsheet as on 31 March 2008 itself and recognize the revenue only in proportion of and to the extent of realized revenue of Rs. 880 lacs.

6. Deferred Tax Assets and Liabilities

In view of the Accounting Standard 22 “Accounting for Taxes on Income” issued by the Institute of Chartered stAccountants of India, the deferred tax assets/liabilities as at 31 March 2008 comprise of the following major

components:

7. Employee Benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The Company has also provided for Leave Encashment which is unfunded.

The following tables summarize the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans (as per Actuarial Valuation as on March 31, 2008).

Net employee benefit expense (recognized in the Statement of Profit & Loss for the year ended March 31, 2008)

Particulars As at 31.03.2008 As at 31.03.2007(Rs.) (Rs.)

Fixed Assets (55,451.00) Nil

Deferred Tax Liabilites (A) (55,451.00) Nil

Provision for Employee Benefits (54,222,00) Nil

Deferred Tax Assets (B) 54,222.00 Nil

Net Deferred Tax Liability/(ASSETS) (A-B) (1,229.00) Nil

Particulars Earned GratutityLeave

Current Service Cost 55,527 39,412

Interest Cost - -

Expected return on plan assets - -

Past Service Cost - -

Actuarial (gain)/loss recognized in the year 32,193 32,392

Net benefit expense 87,720 71,804

(Amount in Rs.)


(53)

Changes in the present value of Defined Benefit Obligation are as follows :

The principle assumptions used in determining gratuity and leave liability for the Company’s plans are shown below :

Contribution to Defined Contribution Plans :

Particulars Earned GratuityLeave

Present Value of Defined Benefit

Obligation as on 31-03-08 87,720 71,804

Fair Value of Plan Assets - -

Net Asset / (Liability) recognized

in the Balance Sheet (87,720) (71,804)


Present Value of Defined Benefit Obligation

as on 1-4-07 - -

Interest Cost - -

Current Service Cost 55,527 39,412

Benefits Paid - -

Actuarial (gain) / loss on obligation 32,193 32,392

Present Value of Defined Benefit Obligation 87,720 71,804

as on 31-03-08


Discount Rate (based on the market yieldavailable on Government bonds atthe accounting date with term that matcheswith that of the liabilities) 8.00% 8.00%

Salary increase (taking into account inflation,Seniority, promotion and other relevant Factors) 5.50% 5.50%

Rate of Return on Plan Assets NA NA

Average Outstanding Service of EmployeesUpto Retirement (years) 29.26 Years 29.26 Years

Particulars Amount

Provident fund 84,194(P/Y “Nil”)

(Amount in Rs.)

(Amount in Rs.)

Net Asset / (Liability) recognized in the Balance Sheet as on March 31, 2008


(Amount in Rs.)

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Being first year of adoption of Accounting Standard 15 (Revised 2005) previous year's figures and disclosures required under Para 120 (n) have not been furnished / disclosed.

8. Borrowing Costs

The Company has capitalized Rs. 26.91 lacs (P/Y “Nil”) during the year relating to the Projects under construction in accordance with the applicable Accounting Standard 16 “Borrowing Costs”.

9. Segment Reporting

The Company is engaged in the businesses of promotion, construction and development of integrated townships, residential and commercial complexes, and trading of building material in the various parts of the country. Thus, the company has two reportable business segments. The company operates in the same geographical segment.

Segment information as required by accounting Standard Segment Reporting (AS-17) is given hereunder:-

10. Related Party TransactionsAs per Accounting Standard-18 issued by the Institute of Chartered Accountants of India, the Company'sRelated parties and transactions are disclosed below:

a. List of related parties & relationships, where control exists:

1) Subsidiary Companies

i. Akriti Realtech Pvt Ltd. (From 14-12-2007)ii. Bhavani Realbuild P. Ltd. (From 14-12-2007)iii. Bright Infrabuild Pvt. Ltd. (From 14-12-2007)

S. No. Particulars Real Estate Trading Unallocable Total

1. Segment Revenue 880.00 834.28 15.89 1730.17

2. Segment Expenses 520.49 809.83 151.33 1429.30

3. Segment Profit 359.51 24.45 (135.44) 248.52

Less : Financial Expenses 4.96 14.92 19.88

Profit Before Tax 359.51 19.49 (150.36) 228.64

Less : Provision for Taxation 68.18 68.18

Profit after Tax 359.51 19.49 (218.54) 160.46

4. Carrying amount of Segment Assets(including CWIP) 9814.66 199.21 7253.10 17266.97

5. Carrying amount of Segment Liabilities(including CWIP) 5414.77 160.19 690.33 6265.29

(Rs. in Lacs)


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iv. Dimension Infrastructure Pvt Ltd. (From 14-12-2007)v. Haryana Infracon Pvt. Ltd. (From 14-12-2007)vi. Mehar Builders Pvt Ltd. (From 14-12-2007)vii. Modern Ashiana Builders Pvt Ltd. (From 14-12-2007)viii. Mounthill Builders Pvt Ltd. (From 14-12-2007)ix. Rebnoor Infrabuild Pvt Ltd. (From 14-12-2007)x. Skyhigh Colonizers Pvt Ltd. (From 14-12-2007)xi. Dawn Developers Pvt. Ltd. (From 14-12-2007)xii. Glory Buildcon Pvt. Ltd. (From 14-12-2007)xiii. SPS Buildcon Ltd. (From 17-12-2007)xiv. SRS Retreat Services Ltd. (From 28-12-2007)xv. SRS Real Estate Ltd. (From 21-01-2008)

b. Related parties & relationships with whom transactions have taken place during the year:

1) Key Management Personnel (KMP)

i. Dr. Anil Jindal - Chairman and Managing Director ii. Mr. Rajesh Singla - Executive Directoriii. Mr. Nanak Chand Tayal - Executive Director

2) Enterprises owned or significantly influenced by KMP and/or their Relatives

i. SRS Developers P. Ltd.ii. SRS Realtech Pvt. Ltdiii. SRS Realbuild Pvt. Ltdiv. SRS Manufacturers Pvt. Ltd.v. SRS International Ltd.

c. Transactions with related Parties

S. No.

1. Akriti Realtech Pvt. Ltd. Advance Given for Project 3,05,05,000 NilClosing BalanceAdvance Given For Project 3,02,05,000 Nil

2. Bhavani Realbuild Pvt. Ltd. Advance Given for Project 31,10,000 NilClosing BalanceAdvance Given For Project 27,55,000 Nil

3. Bright Infrabuild Pvt. Ltd. Advance Given for Project 12,06,60,000 NilClosing BalanceAdvance Given For Project 12,06,60,000 Nil

4. Dimension Infrastructure Pvt. Ltd. Advance Given for Project 32,80,000 NilClosing BalanceAdvance Given For Project 32,80,000 Nil

5. Mehar Builders Pvt. Ltd. Advance Given for Project 29,60,000 NilClosing BalanceAdvance Given For Project 29,60,000 Nil

Name of the Party Name of Transaction2007-08

Amount (Rs)2006-07

Amount (Rs)


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S. No.

6. Modern Ashiana Builders Pvt. Ltd. Advance Given for Project 4,83,89,999 NilClosing BalanceAdvance Given For Project 4,83,89,999 Nil

7. Mounthill Builders Pvt. Ltd. Advance Given for Project 90,70,000 NilClosing BalanceAdvance Given For Project 90,70,000 Nil

8. Rebnoor Infrabuild Pvt. Ltd. Advance Given for Project 3,02,45,625 NilClosing BalanceLoans & Advances Given 3,02,45,625 Nil

9. Skyhigh Colonizers Pvt. Ltd. Advance Given for Project 18,69,70,000 NilClosing BalanceAdvance Given For Project 17,79,65,000 Nil

10. Glory Buildcon Pvt. Ltd. Advance Given for Project 4145,000 NilClosing BalanceAdvance Given For Project 28,45,000 Nil

11. SRS Real Estate Ltd. Loan Taken 22,14,85,000 Nil

Interest Paid On Loan 11,62,085 Nil

Commission on Flat Booking 4,68,000 Nil

Commission Paid 1,74,75,727 Nil

Purchase of Investment 54,15,000 Nil

Sale of Material 63,88,164 Nil

Rent Paid 50,000 Nil

Advance Received For Project 44,00,14,301 Nil

Advance Received For Collaboration Nil 2,66,35,000

Closing Balance

Advance Given For Collaboration Nil 2,66,35,000

Creditor 2,74,41,933 Nil

Advance Taken For Project 38,36,69,523 Nil

12. SRS Manufacturers Pvt. Ltd. Allotment of Share Capital 2,25,00,000 Nil

Closing Balance

13. Anil Jindal Purchase of Shares 46,50,000 NilDirector’s Remuneration 10,00,000 NilClosing BalanceDirector’s Remuneration 43,910 Nil

14. Dawn Developers Pvt. Ltd. Advance Given for Projects 27,10,000 NilClosing BalanceAdvance Given for Projects 27,10,000 Nil

15. SRS Retreat Services Ltd. Investment in Share Capital 9,14,05,000 NilReimbursement of expenses 5,06,518 NilClosing Balance Nil Nil

16. SRS International Limited Allotment of Share Capital 11,25,00,000 Nil

Closing Balance Nil Nil


Amount (Rs)2006-07

Amount (Rs)


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S. No.

17. SRS Realtech Pvt. Ltd. Allotment of Share Capital 3,50,50,000 Nil


18. Rajesh Singla Purchase of Shares 50,000 Nil


19. Nanak Chand Tayal Purchase of Shares 50,000 Nil


20. SRS Developers Pvt. Ltd. Purchase of Shares 29,00,000 Nil

Allotment of Share Capital 3,50,00,000 Nil


21. SRS Realbuild Pvt. Ltd. Allotment of Share Capital 3,75,00,000 Nil


22. SPS Buildcon Ltd. Investment in Share Capital 3,28,90,000 Nil

Purchase of Shares 30,00,000 Nil



Amount (Rs)2006-07

Amount (Rs)

11. “Earning per Share” computed in accordance with Accounting Standard - 20 issued by the Institute of Chartered Accountants of India.

Note:a. Computation of net profit in accordance with relevant provisions of the Companies Act, 1956 has not

been disclosed as no commission is payable to the Director.

b. Above remuneration is inclusive of allowances and perquisites but excluding the value of non- monetary perquisites, if any, & gratuity as the provision for gratuity is determined for the Company as a whole and therefore separate amount for the directors are not available. No leave encashment benefit is available to the director.

Particulars 2007-08 2006-07

(Rs.) (Rs.)

a) NumeratorNet Profit after taxation as per Profit & Loss A/C 16,045,364 (849,708)

b) Denominator :Weighted average no. of equity sharesoutstanding for :- Basic & Diluted 6,697,228 3,601,600c) Earning per Share (Face Value of Rs.10 each) :- Basic & Diluted 2.40 ( 0.24)

Particulars 2007-08 2006-07

Director’s Remuneration 10,00,000 -

12. Director’s Remuneration :(Amount in Rs.)


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14. Additional information pursuant to the provisions of para 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956, as certified by the management (to the extent applicable):

a. Detail of goods Purchased for Resale :

13. Auditors remuneration (including service tax)

Note: P/Y Balances were “Nil”

b. Details of Purchases and Consumption of Land and Building Material (Part of WIP) :

CLASS OF UNIT OPENING STOCK PURCHASE SALE CLOSING STOCKGOODS

Qty. Amt. Qty. Amount (Rs.) Qty. Amount (Rs.) Qty. Amount (Rs.)

Cement Bags 0 - 14800 3,025,780 0 - 14800 3,025,780

Iron & Steel Ton 0 - 702.915 82,212,280 650.925 83,428,228 51.99 1,781,975

85,238,060 83,428,228 4,807,755

Particular Units Opening Stock Purchases Consumed/Issued Closing Stock to Contractor

Qty. Amt. in Qty. Amt. in Qty. Amt. in Qty. Amt. in Lacs Lacs Lacs Lacs

Land Canals 78.95 2,302.66 362.70 943.52 14.10 880.00 427.55 2,834.95(Nil) (Nil) (78.95) (2,302.66) (Nil) (Nil) (78.95) (2,302.66)

Others* Nil (Nil) (Nil) 577.08 (Nil) 109.26 (Nil) 467.82(Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil)

2007-08(Rs.)

2006-07(Rs.)Particulars

Statutory Audit Fees

Tax Audit Fees

Total

65,000

10,000

75,000

7,000

3,000

10,000


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*Note: It is not possible to give quantitative details of all expenses since there are numerous items and many expenses related to government charges and services. The information has been provided to the extent feasible.

15. Previous period figures have been regrouped / rearranged and reclassified wherever necessary.

16. All amounts in the financial statements are presented in Rupees.

17. Schedules A to V are annexed to and form an integral part of the Balance Sheet as at 31st March, 2008 and Profit & Loss Account for the year ended on that date.

SIGNATURE TO SCHEDULES A TO V







DIN : 00005585


DIN : 00005669

M. No. : 18730


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FOR AND ON BEHALF OF THE BOARD



DIN : 00005585


DIN : 00005669

M. No. : 18730

I. INFORMATION PURSUANT TO PART - IV OF SCHEDULE - VI

Balance Sheet Abstract and Company’s General Business Profile

1. Registration Details Registration No.: 040619State Code : 55

Balance Sheet Date DD : 31 MM : 03 YY : 2008

2. Capital raised during the year (Amount in Rs. Thousand)

Public Issue NIL Right Issue NILBonus Issue NIL Preferential Allotment 130000.00

3. Position of mobilization and deployment of funds (Amount in Rs. Thousand)

Total Liabilities 1158127.90 Total Assets 1158127.90

Sources of Funds (Amount in Rs. Thousand)

Paid up Capital 166016.00 Share Application NILMoney

Reserve & Surplus 934151.85 Secured Loans 57958.82Unsecured Loans NIL Deferred Tax Liability 1.23

Application of Funds (Amount in Rs. Thousand)

Net Fixed Assets 72207.48 Investment 522972.00Net Current Assets 562948.42 Miscellaneous Expenditure NILAccumulated Loss NIL

4. Performance of the Company (Amount in Rs. Thousand)Turnover / Income 173017.45 Total Expenditure 150153.88Profit/(Loss) before Tax 22863.57 Profit/(Loss) after tax 16045.36Basic Earning per share 2.40 Dividend Rate 12%

5. Generic names of three principal products / services of company (as per monetary terms)

Item Code No. (ITC Code)

Product Description

N.A.


FINANCIAL STATEMENTSOF

SRS REAL ESTATE LTD. -A SUBSIDIARY

DIRECTORS' REPORT

INTRODUCTION

Your Directors have pleasure in presenting the Third Annual Report of your Company along with the stAudited Accounts of the company for the period ended 31 March, 2008.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after Tax of Rs.20,279,839/- The Summary of the operating results is as under: -

Particulars Period ended Period ended 31.03.2008 31.03.2007

Gross Sales and Other Income 1,207,094,318 203,896,319

Profit/(Loss) before Interest,

Depreciation and Tax 66,006,844 51,393,476

Interest and Financial Expenses 28,837,980 14,505,063

Profit before Depreciation & Tax 37,168,864 36,888,413

Depreciation 33,96,253 924,281

Profit before Tax 33,772,611 35,964,132

Provision for Tax

- Current 9,813,449 13,503,500

- Fringe Benefit Tax 1,113,002 302,669

- Deferred Tax 2,566,321 (281,375)

Profit after Tax 20,279,839 22,439,338

Appropriations: -

Amount transferred to General Reserves 42,900,351 22,603,583

Earning Per Share (Rs.)

- Basic 5.87 102.50

- Diluted 5.78 79.83

FINANCIAL REVIEW

For the year under review, the Gross total income of your company stood at Rs.12070.94 Lac as against the previous years' Gross total income of Rs.2038.96 Lac exhibiting the tremendous performance. Profits before Interest, Depreciation & Tax (PBIDT) increased from Rs.513.93 Lac in the previous year to Rs.660.06 Lac for the year under review. Profit after Tax (PAT) in the previous year was Rs.224.39 Lac while in the year under review it stood at Rs.202.79 Lac.

(Amount in Rs.)

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HOLDING COMPANY

M/s SRS Real Infrastructure Limited, a Listed Company has become the Holding Company of your company by stacquiring 65.29% shares u/s 4(1)(b) of the Companies Act,1956 on 21 January,2008.

SUBSIDIARY COMPANIES

The subsidiaries of your company u/s 4(1)(b) of the Companies Act, 1956 during the year under review are as follows-

lAkriti Realtech Pvt. Ltd. (Upto 14.12.2007)

lBhavani Realbuild Pvt. Ltd. (Upto 14.12.2007)

lBright Infrabuild Pvt. Ltd. (Upto 14.12.2007)

lDimension Infrastructure Pvt. Ltd. (Upto 14.12.2007)

lHaryana Infracon Pvt. Ltd. (Upto 14.12.2007)

lJyotirmay Housing Pvt. Ltd. (Upto 28.12.2007)

lMehar Builders Pvt. Ltd. (Upto 14.12.2007)

lModern Ashiana Builders Pvt. Ltd. (Upto14.12.2007)

lMounthill Builders Pvt. Ltd. (Upto 14.12.2007)

lRebnoor Infrabuild Pvt. Ltd. (Upto 14.12.2007)

lSkyhigh Colonizers Pvt. Ltd. (Upto 14.12.2007)

lDawn Developers Pvt. Ltd. (Upto 14.12.2007)

lGlory Buildcon Pvt. Ltd. (Upto 14.12.2007)

ISSUE OF SHARES

During the year under review, 238840 equity shares of Rs.10/- each were issued at a premium of Rs.115/- each aggregating to Rs.2, 98, 55,000/- to existing as well as non-existing members in accordance with Unlisted Companies (Preferential Allotment) Rules, 2003 and as per the Provisions of Section 81 (1A) of the Companies Act, 1956.

DIVIDEND

As your company is going for expansion, Directors do not recommend any dividend for the year under review.

BOARD OF DIRECTORS

Sh. Sunil Kumar has resigned from the Directorship of the Company on 29.09.2007. The Board places on record its appreciation for the services rendered by Sh. Sunil Kumar during his tenure of directorship.

Sh. Karamvir Singh has resigned from the Directorship of the Company on 29.09.2007. The Board places on record its appreciation for the services rendered by Sh. Karamvir Singh during his tenure of directorship.

Sh. Manohar Lal has resigned from the Directorship of the Company on 29.09.2007. The Board places on record its appreciation for the services rendered by Sh. Manohar Lal during his tenure of directorship.

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Sh. Krishan Kumar Khanna, was appointed as an additional Director on 01.10.2007 to hold office upto the date of forthcoming Annual General Meeting. But due to some unavoidable reasons he has resigned from the Directorship on 02.10.2007. He was again appointed as an additional Director on 01.11.2007 to hold office upto the date of forthcoming Annual General Meeting, but again resigned from the Directorship on 31.03.2008. The Board places on record its appreciation for the services rendered by Sh. Krishan Kumar Khanna during his tenure of directorship.

Sh. Anurag Aggarwal was appointed as an additional Director on 01.10.2007 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Sonu Goyal was appointed as an additional Director on 01.10.2007 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Rajiv Chandila was appointed as an additional Director on 01.10.2007 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Dr. Anil Jindal was appointed as an additional Director on 03.12.2007 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Jitender Kumar Garg was appointed as an additional Director on 15.05.2008 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Naresh Kumar Goyal and Sh. Brijesh Kumar retire by rotation, and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. S. S. Kothari Mehta & Co., Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

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


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FIXED DEPOSITS

Your company has not accepted any deposits from the Public and as such, no amount of principal or stinterest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2008.

PERSONNEL

There are no employees during the period drawing remuneration specified under Section 217(2) (A) of the Companies Act, 1956. As such, no particulars are required to be furnished.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The Particulars in respect of energy conservation and technology absorption are not applicable to the company.

Foreign Exchange earning and outgo: Nil

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures.

(ii) That directors had selected such Accounting Policies and applied them constantly and made judgments and estimates that are reasonable and prudent so as to give true and fair view.

(iii) That they had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their sincere appreciation for the efforts and cooperation extended by all those associated with the Company.

On behalf of the BoardPlace: New Delhi For SRS Real Estate Ltd.

rdDate: 23 June, 2008

(Nanak Chand Tayal) (Rajesh Singla) Executive Director Executive Director DIN : 00013681 DIN : 00009745


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AUDITORS' REPORT

To,The Members ofSRS REAL ESTATE LIMITED,New Delhi

1. We have audited the attached Balance Sheet of SRS REAL ESTATE LIMITED ('the Company') as at 31st March 2008, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 [as amended by the Companies (Auditor's Report) (Amendment) Order, 2004] [hereinafter referred to as 'Order'] issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

st(v) On the basis of written representations received from the directors, as on 31 March 2008 and taken on record by the Board of Directors, we report that none of the Directors is

stdisqualified as on 31 March 2008 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;


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(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For S.S. KOTHARI MEHTA & CO.Chartered Accountants

Atul SeksariaPartnerM. No.86370 Place : New DelhiDate : 23.06.08


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ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date,

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, major fixed assets have been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(c) There was no substantial disposal of fixed assets during the year.

ii. (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As far as we could ascertain and according to the information and explanations given to us, no material discrepancies were noticed between the physical stock and the book records.

iii. (a) The company has granted loans to 9 companies covered in the register maintained under Section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 3928.65 lacs and the year-end balance of loans granted to such parties wasRs. 169.66 lacs.

(b) In our opinion, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the company.

(c) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no overdue amount in excess of rupees one lakh in respect of loan granted to aforesaid parties listed in the register maintained under section 301 of the Companies Act 1956.

(e) The Company had taken loan from 5 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3062.37 lacs and the year-end balance of loans taken from such parties was Rs. Nil.

(f) In our opinion, the rate of interest and other terms and conditions for such loans have been taken from companies listed in the register maintained under Section 301 of the Companies Act 1956 are not, prima facie prejudicial to the interest of the company.


(g) The loan was fully repaid during the year by the company. Hence the provisions of clause 4 (iii) (g) of the order are not applicable to the company.

iv. In our opinion and according to the information and explanation given to us, having regards to the explanations that it is not feasible to obtain comparable alternative quotations for purchase of land for sale or development, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v. (a) According to information and explanations given to us, we are of the opinion that the

particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company

has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder are not applicable to the Company.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business and activities.

viii. According to information and explanation given to us, the Central Government has not

prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of business carried out by the Company. Therefore, provisions of Clause 4(viii) of the Order are not applicable to the Company.

ix. (a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty and Cess and any other material statutory dues applicable to it, though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,

stExcise Duty and Cess were in arrear as at 31 March 2008 for a period of more than six months from the date they become payable.

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(c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

stx. The company has no accumulated losses as at 31 March 2008 and has not incurred cash

losses during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its Bankers. The Company did not have any outstanding debentures or any outstanding loans from any financial institution during the year.

xii. In our opinion and according to the information & explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv. As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. To the best of our information and knowledge and as per records verified by us, the Company has applied its term loans for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. According to the information and explanations given to us, the Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price, read together with note no. B-3 of schedule 22 to the financial statements, at which shares have been issued, is not prejudicial to the interest of the Company.

xix. According to the information and explanations given to us, the Company has not issued any debentures. Therefore, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by means of public issue during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

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xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.S. KOTHARI MEHTA & CO.Chartered Accountants

Atul SeksariaPartnerM. No.86370

Place : New DelhiDate : 23.06.08

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BALANCE SHEET AS AT 31ST MARCH, 2008

SOURCES OF FUNDS

Shareholders' Funds

Share Capital 1 35,734,160 33,345,760

Share Application Money (Pending Allotment) 26,950,000 22,238,200

Reserves & Surplus 2 448,093,191 510,777,351 400,329,823 455,913,783

Loan Funds

Secured Loans 3 1,066,235,430 245,046,686

Unsecured Loans 4 256,412,779 1,322,648,209 272,249,101 517,295,787

Deferred Tax Liability (Net) 2,091,220 (483,818)

1,835,516,780 972,725,752


Fixed Assets

Gross Block 5 63,384,130 29,223,965

Less:- Depreciation 4,901,493 1,157,135

Net Block 58,482,637 28,066,830

Capital Work In Progress 712,435 59,195,072 995,401 29,062,231

Investments 6 1,031,883 3,647,800


Inventories 7 999,967,721 1,204,952,142

Sundry Debtors 8 463,591,003 -

Cash & Bank Balances 9 392,728,555 348,217,626

Other Current Assets 10 13,765,583 5,656,167

Loans & Advances 11 1,623,753,912 1,273,166,066

3,493,806,774 2,831,992,001


Liabilities 12 1,715,696,053 1,879,164,403

Provisions 13 2,820,896 12,811,877

1,718,516,949 1,891,976,280

Net Current Assets 1,775,289,825 940,015,721

1,835,516,780 972,725,752

Significant Accounting Policies and Notes to Accounts 22

The schedules referred to above and notes to accounts form an integral part of the Balance Sheet.

PARTICULARS SCH.AS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

MAMTA RASTOGI(COMPANY SECRETARY)

NANAK CHAND TAYAL RAJESH SINGLA(EXECUTIVE DIRECTOR) (EXECUTIVE DIRECTOR)

As per our Report of even date attachedFor S.S. KOTHARI MEHTA & CO. FOR AND ON BEHALF OF THE BOARDCHARTERED ACCOUNTANTS

(ATUL SEKSARIA) PARTNER M. No. 86370


DIN : 00013681 DIN : 00009745

M. NO. : 20783

(71)


INCOME

Operating Income 14 1,189,769,527 179,362,500

Other Income 15 33,544,123 8,314,487

Increase / (Decrease) in Inventories 16 (16,219,332) 16,219,332

Total 1,207,094,318 203,896,319

EXPENDITURE

Cost of Construction/Projects 17 1,077,115,351 -

Purchases of Land and Office Space for resale 4,000,169 88,941,198

Employee Cost 18 14,450,212 3,956,630

Administration & Other Cost 19 20,342,329 9,137,726

Selling Cost 20 25,179,413 50,467,289

Finance Cost 21 28,837,980 14,505,063

Depreciation 5 3,396,253 924,281

1,173,321,707 167,932,187

Profit before Tax 33,772,611 35,964,132

Provision for Taxation

- Current Tax (includes Rs.2,31,220/- of Previous year) 9,813,449 13,503,500

- Deferred Tax 2,566,321 (281,375)

- Fringe Benefit Tax (includes Rs. 96,369/- of Previous year) 1,113,002 302,669

13,492,772 13,524,794

Profit after Tax 20,279,839 22,439,338

Balance brought forward from previous year 22,603,583 164,245

Retirement Benefits Adjustment (Net of Deferred Tax) 16,929 -

Balance Carried to Balance Sheet 42,900,351 22,603,583

Earning per share (Face value Rs. 10 each)

-Basic 5.87 102.50

-Diluted 5.78 79.83

Significant Accounting Policies and Notes to Accounts 22

The schedules referred to above and notes to accounts form an integral part of the Balance Sheet.

PARTICULARS SCH.YEAR ENDED


31.03.2007

(Amount in Rs.)

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH, 2008






DIN : 00013681 DIN : 00009745

M. NO. : 20783

(72)


(73)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax (As Per Profit & Loss Account) 33,772,611 35,964,132

Adjustment For:

Depreciation 3,829,270 1,149,729

Interest Paid 102,341,160 17,515,333

Loss on sale of Fixed Assets 143,892 -

Profit on sale of Current Investment (1,096,597) (1,064,035)

Provision for diminution in the value of Investment 18,117 -

Interest Received (30,936,450) (6,080,137)

Operating Profit Before Working Capital Change 108,072,003 47,485,022

Adjustment For:

Trade and Other Receivable (814,178,849) (1,026,631,979)

Inventories 204,984,421 (944,425,040)

Trade Payable and Other Liabilities (170,115,277) 1,314,326,074

Cash Generated From Operations (671,237,702) (609,245,923)

Direct Taxes Paid (21,217,119) (1,444,139)

Net Cash From Operating Activities (A) (692,454,821) (610,690,062)

B CASH FLOW FROM INVESTING ACTIVITIES

Purchases of Fixed Assets (35,418,539) (29,733,746)

Proceeds from sale of Fixed Assets 1,312,536 -

Purchases of Investments (5,664,800) (89,593,092)

Sales of Investments 9,359,197 88,009,327

Interest Received 22,827,034 423,970

Net Cash Used In Investing Activities (B) (7,584,572) (30,893,541)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds From Long Term Borrowings 537,994,203 75,673,257

Repayments of Long Term Borrowings (6,907,919) (1,538,535)

Proceed From Short Term Borrowing (Net) 254,335,327 441,926,964

Proceeds From Issue of Shares 34,566,800 381,410,200

Interest Paid (75,438,089) (8,441,428)

Net Cash Used In Financing Activities ( C) 744,550,322 889,030,458

Net Increase In Cash And Cash Equivalent (A+B+C) 44,510,929 247,446,855

Cash & Cash Equivalent at the beginning of the Year 348,217,626 100,770,771

Cash & Cash Equivalent at the end of the Year 392,728,555 348,217,626

Net Increase In Cash And Cash Equivalents 44,510,929 247,446,855

Sr.No.

Year Ended31.03.2008

Year Ended31.03.2007

P A R T I C U L A R S






(Amount in Rs.)

DIN : 00013681 DIN : 00009745

M. NO. : 20783


Schedule 1

Share Capital

Authorised :

1,50,00,000 Equity Shares of Rs 10/-each 150,000,000 150,000,000

(Previous year 1,50,00,000 Equity Shares of Rs 10/-each)

150,000,000 150,000,000

Issued, Subscribed & Paid Up

35,73,416 Equity Shares of Rs 10/- Each fully paid up 35,734,160 33,345,760

(Previous Year 33,34,576 Equity Shares of Rs 10/- Each fully paid up)

35,734,160 33,345,760

Schedule 2

Reserves & Surplus

Share Premium

Balance at the beginning of the year 377,726,240 -

Addition during the year 27,466,600 377,726,240

Balance at the end of the year 405,192,840 377,726,240

Profit & Loss Account 42,900,351 22,603,583

448,093,191 400,329,823

Schedule 3

Secured Loans

From Banks

- Term Loans 591,334,989 59,868,526

- Vehicle Loans 13,886,017 14,266,196

- Cash Credit Facilities 206,169,715 -

- Bank Overdraft 254,844,709 170,911,964

1,066,235,430 245,046,686

Schedule 4

Unsecured Loans

From bodies corporate 2,972,449 -

Deferred payment credits for EDC 232,275,418 271,015,000

Interest on EDC Accrued and due 21,164,912 1,234,101

256,412,779 272,249,101

[Amount payable within one year is Rs. 6,77,54,000 (Previous Year Rs.

8,56,28,625)]

a) Term Loan amounting Rs. 9, 34, 96, 526 (Previous Year Rs. 5, 98, 68, 256) from Punjab National Bank is secured by Equitable Mortgage of project properties at Sector- 6, Palwal and all present and future construction and development work thereon and 1st charge on all the fixed assets of the company including CWIP, all current assets including receivables and personal guarantee of Directors.

b) Term Loan amounting Rs. 49, 78, 38, 463/- (Previous Year Rs. Nil) from Union Bank of India is secured by Equitable Mortgage of Land admeasuring 15.061 acres in Nehar Par area at Sector 88, Baselwa, Faridabad and present and future construction and development work thereon and personal guarantee of Directors.

c) Vehicle loans are secured by hypothecation of respective vehicles.

d) CC limit amounting Rs. 20, 61, 69, 715/- ( Previous Year Rs. Nil) from State Bank of India against the Equitable Mortgage of part project Land comprising Khewat Khata No. 173/205, 80/95, 312/375, 326/392, 169/198, 202/242 measuring 78 Kanal, 18 Marla i.e. 9.862 acre belonging to M/S SRS Real Estate Ltd and building to be built on it and Equitable Mortgage of part project Land comprising Khewat Khata No 173/205, 80/95, 312/375, 326/392, 169/198 measuring 78 kanal, 19 Marla i.e. 9.867 acre belonging to SRS Real Infrastructure Ltd. and personal guarantee of Directors of the company & Mr. Anil Jindal, Main Promoter of SRS Group and Corporate Guarantee of SRS Real Infrastructure Ltd.

e) Bank overdraft is secured by pledge of bank Fixed deposits.

[Amount repayable within one year Rs. 6, 29,56, 632 (Previous Year Rs. 48,55,413, ]

PARTICULARSAS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

(74)


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(75)


Schedule 6

Investments

Long Term, Trade, Unquoted

In Subsidiary Companies

Akriti Realtech Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Bhavani Realbuild Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Bright Infrabuild Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Dimension Infrastructure Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Haryana Infracon Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Jyotirmay Housing Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Mehar Builders Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Modern Aashiana Builders Pvt.Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Mounthill Builders Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Rebnoor Infrabuild Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

Skyhigh Colonizers Pvt. Ltd. Nil (Previous Year 9980) Equity Shares of Rs.10/- each - 99,800

In other companies

Jyoti Sarvapriya Construction Ltd. Nil (Previous Year 55000) Equity shares of Rs.10/- each - 550,000

Current, non -trade, quoted

PNB Principal Infrastructure Service industry Mutual Funds- Nil units (Previous Year 97799.511) of Rs. 10/- each - 1,000,000

SBI One India Mutual Fund 1,00,000 units( Previous Year 1,00,000) of Rs. 10/- each 1,000,000 1,000,000

Birla Sunlife Mutual Fund- 4889.976 units ( Previous Year Nil) of Rs 10/- each 50,000 -

1,050,000 3,647,800

Less : Provisions for diminution in the value of investment 18,117 -

1,031,883 3,647,800

Note: All the above shares/units are fully paid up.

Aggregate amount of unquoted investments - 1,647,800

Aggregate amount of quoted investments 1,050,000 2,000,000

Market Value of quoted investments 1,031,883 2,065,883

Schedule 7

Inventories

(As Taken, Valued & Certified by the Management)

Land, Office Space for resale - 16,219,332

Building Material at Site 127,717,500 55,938,457

Projects in Progress (Refer schedule no. 17) 872,250,221 1,132,794,353

999,967,721 1,204,952,142

Schedule 8

Sundry Debtors

(Unsecured, considered good)

i. Debts outstanding for a period exceeding six months 63,542,825 -

ii. Others 400,048,178 -

463,591,003 -

Schedule 9

Cash & Bank Balances

Cash in Hand 20,152,778 27,933,125 Balance with scheduled banks: -in current accounts 53,366,780 62,783,274 -in deposit accounts* 319,208,997 257,501,227

392,728,555 348,217,626

*Fixed deposit aggregating to Rs. 2,802.44 Lacs (previous year Rs.2,575.01 Lacs) have been pledged with banks for bank overdraft and bank guarantee.

PARTICULARSAS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

(76)


Schedule 10

Other Current Assets

Interest accrued on Fixed Deposits 13,765,583 5,656,167

13,765,583 5,656,167

Schedule 11

Loans & Advances

(Unsecured, Considered Good, unless otherwise stated)

Loans to bodies corporate 16,966,428 -

Advance for future projects

- To subsidiary Companies - 204,835,624

- To others 1,209,320,228 1,061,939,117

Advances to Suppliers 116,629,438 2,000,684

Advances recoverable in cash or in kind or for value to be received 280,837,818 4,390,641

1,623,753,912 1,273,166,066

Schedule 12

Current Liabilities

Advance from Customers 1,671,264,650 1,665,433,091

Sundry Creditors

(a) Due of Micro & Small Enterprises - -

(b) Due of Creditors other than Micro & Small Enterprises 19,131,140 204,441,545

Security Deposit from Contractors 5,452,595 -

Other Liabilities 5,035,605 1,449,963

Interest accrued but not due 14,812,063 7,839,804

1,715,696,053 1,879,164,403

Schedule 13

Provisions

Provision for Taxation 2,361,684 12,652,352(Net of Advance Tax & TDS of Rs. 8237178/-, previous year-1136045/-)

Provision for Gratuity 208,189 67,073

Provision for Leave Encashment 251,023 92,452

2,820,896 12,811,877

PARTICULARSAS AT

31.03.2008AS AT

31.03.2007

(Amount in Rs.)

(77)


Schedule 14

Operating Income

Sale of Constructed Properties 1,139,355,815 -

Sale of Properties 32,937,985 179,362,500

Commission Income (Gross) 17,475,727 -

[Tax deducted at source Rs. 19,80,000/- (previous year Rs. Nil/-)]

1,189,769,527 179,362,500

Schedule 15

Other Income

Interest received (Gross):

- Deposits with Bank 17,888,894 5,919,597

[Tax deducted at source Rs. 40,11,842 (previous year Rs. 1071639/-)]

- Others 13,047,556 160,540

[Tax deducted at source Rs. 41,07,713/- (previous year -Nil)]

Rent Received 180,000 -

Misc.Income 1,331,076 1,170,315

Profit on sale of Current Investment (net) 1,096,597 1,064,035

33,544,123 8,314,487

Schedule 16

Increase/ (Decrease) in Inventories

Opening Stock 16,219,332 -

Closing Stock - 16,219,332

(16,219,332) 16,219,332

Schedule 17

Cost of Construction /Projects

Balance as per last year 1,132,794,353 260,527,102

Add: incurred during the year

Cost of land - 357,915,461

Amount paid to collaborators 7,247,812 145,623,824

Govt. Charges 4,407,472 391,696,375

Building Material Consumed 402,330,334 160,064,038

Construction Cost 303,577,726 6,111,232

Employee Cost 1,565,165 450,406

Administration and Other Cost 2,770,491 829,928

Depreciation 433,017 225,448

Selling Cost 20,736,022 34,078,759

Finance Cost 73,503,180 3,010,270

1,949,365,572 1,360,532,843

Less:

- Adjustment on cost of land - 227,738,490

-Cost of Projects charged to Profit & Loss a/c 1,077,115,351 -

Balance Carried to Balance Sheet

872,250,221 1,132,794,353

Schedule 18

Employee Cost

Salaries, Wages, allowances and bonus 13,658,664 3,483,204

Contribution to Provident fund & Other funds 1,198,841 309,500

Provision for Employee's benefits 325,333 159,525

Staff Welfare Expenses 832,539 454,807

16,015,377 4,407,036

Less: Allocated to Projects 1,565,165 450,406

14,450,212 3,956,630



31.03.2007

(Amount in Rs.)

(78)


(79)

Schedule 20

Selling Cost

Business Promotion 1,045,258 262,317

Commission 20,736,022 35,589,567

Advertisement & Publicity 8,868,156 9,276,811

Premium on buy back of flats 15,265,999 39,417,353

45,915,435 84,546,048

Less: Allocated to projects 20,736,022 34,078,759 25,179,413 50,467,289

Schedule 21

Finance Cost

Bank Interest on:-

- Term Loan 31,380,885 1,034,594

- Overdraft 18,393,944 5,384,191

- others 42,937,460 8,583,987

Bank Charges 9,628,871 2,512,561

102,341,160 17,515,333

Less: Allocated to projects 73,503,180 3,010,270

28,837,980 14,505,063

Schedule 19

Administration and Other Cost

Rent 4,323,600 3,150,000

Rates & Taxes 41,483 402,780

Insurance 207,898 89,908

Directors Remuneration 1,854,000 1,383,000

Repairs and Maintenance - others 2,933,979 119,915

Electricity & water expenses 534,064 218,135

Vehicle running & maintenance 924,930 420,785

Legal & Professional Charges 4,331,242 188,184

Auditors Remuneration 561,800 370,392

Computer Expenses 135,507 102,075

Travelling & Conveyance 2,986,310 1,098,395

Printing & Stationery 1,081,428 602,958

Postage, Telegram & Telephone 1,192,018 427,101

Security & House Keeping 786,019 98,900

Provisions for diminution in the value of investment 18,117 -

Donation 562,501 994,125

Loss on Sale of Assets 143,892 -

Other Expenses 494,032 298,434

23,112,820 9,965,087

Less: Allocated to projects 2,770,491 827,361

20,342,329 9,137,726



31.03.2007

(Amount in Rs.)


(80)


SCHEDULE 22:

Significant Accounting Policies and Notes to Accounts for the year ended 31st March 2008



The financial statements are prepared under historical cost convention on accrual basis and in accordance with the requirement of the Companies Act, 1956 and in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the said Act. The accounting policies, except otherwise, stated have been consistently applied by the company.

2. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities and contingent assets on the date of financial statements and the reportable amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the year in which the results are known/materialized.




3.2. Sale of undeveloped land, plots and other properties are recognized in the financial year in which the transfer is made by agreement to sell/registration of sale deed or otherwise in Favour of parties.





(81)



Capital Works-in-Progress, including capital advances, is carried at cost, comprising direct cost, related incidental expenses and interest on borrowings to the extent attributed to them.





Intangible Assets are amortized over the useful life of the assets or ten years, whichever is earlier.Depreciation on leasehold improvements are charged over the period of lease.

6. Borrowing Cost




8. Investments



(82)


9. Inventories

Inventories are valued as under: -a. Building Materials at lower of cost and net realizable value.b. Projects/Contracts work in progress at lower of actual cost and net realizable value.c. Land, Flats, Shops, Plots, Traded Goods etc. at lower of actual cost and net realizable value.

Costs of building materials are determined on First in First out ('FIFO') basis in the ordinary courseof business.


All expenses, including selling expenses, attributable directly and forming integral part of specific project / scheme are considered as part of the project cost and accordingly are considered in the valuation therein.

10. Taxation







a) Defined Benefit PlanGratuity and long term compensated absences are provided for based on actuarial valuation carried out at the close of each year. The actuarial valuation is done by an Independent Actuary as per projected unit credit method.

b) Defined Contribution PlanThe company contribution to Employees Provident Fund and Family Pension Fund are deposited with the Regional Provident Fund Commissioner and is charged to Profit & Loss Account every year on due basis.

(83)

12. Cash Flow Statement

Cash flows are reported using the indirect method, whereby a profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, financing and investing activities of the company are segregated.









Particulars As at 31.03.2008 As at 31.03.2007 (Rs.) (Rs.)

Outstanding Bank Guarantees 16,63,00,000 9,45,00,000

Other 91,99,085 -


3. During the year, the company has further issued 2,38,840 equity shares at a premium of Rs.115/- to various parties including the parties covered in the register maintained u/s 301 of the Companies Act, 1956, in terms of the valuation obtained by the management.

4. The company has entered into “Collaboration Agreement” with certain land-owners whereas the possession has been delivered to the company for development & construction of said land and marketing thereof. The payments towards cost of land are being made in accordance with respective Collaboration Agreements and charged to cost of project.

5. Loans & Advances includes amount due from private companies in which director(s) is a director or member-Rs. 3,12,000/- (Previous year Rs. 22,93,45,624/-).


7. Deferred Tax Assets and Liabilities In view of the Accounting Standard AS 22“Accounting for Taxes on Income” issued by the Institute

stof Chartered Accountants of India, the deferred tax assets/liabilities as at 31 March 2008 comprise of the following major components:

(84)


(85)

Particulars As at As at31.03.2008 31.03.2007

(Rs.) (Rs.)

Fixed Assets 23,75,082 9,13,156

Deferred Tax Liabilities (A) 23,75,082 9,13,156

Preliminary Expenses allowable u/s 35D 1,21,618 1,82,426

Provision for Leave Encashment 85,323 31,425

Provision for Gratuity 70,763 22,798

Provisions for diminution in the value

of Investment 6,158 -

Disallowance of Expenses u/s 40 (a)(ia) - 11,60,325

Deferred Tax Assets (B) 2,83,862 13,96,974

Net Deferred Tax Liability / (ASSETS) (A-B) 20,91,220 (4,83,818)

Thus the deferred tax expenses of Rs. 25,66,321/- [net of deferred tax income of Rs 8,717/- in accordance with the traditional provision of Accounting Standard -15 (revised) on Employee Benefits adjusted from the opening balance of Profit and Loss Account (accumulated profit)] for the year has been recognized in Profit & Loss Account.


The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is unfunded. The Company has also provided for Leave Encashment which is also unfunded.







Particulars Earned Gratuity Leave

Current Service Cost 1,57,309 1,25,934

Interest Cost 5,269 5,442



Actuarial (gain) / loss recognized in the year 22,585 8,794

Net benefit expense 1,85,163 1,40,170

Present Value of Defined Benefit Obligation as on 31-03-08 2,51,023 2,08,189


Net Asset / (Liability) recognized in the Balance Sheet 2,51,023 2,08,189

Present Value of Defined Benefit Obligation as on 1-4-07 65,860 68,019



Benefits Paid - -

Actuarial (gain) / loss on obligation 22,585 8,794

Present Value of Defined Benefit Obligation as on 31-03-08 2,51,023 2,08,189

Discount Rate (based on the market yields available on 8.00% 8.00%Government bonds at the accounting date with term thatmatches with that of the liabilities)

Salary increase (taking into account inflation, seniority, 5.50% 5.50%promotion and other relevant factor)


Average Outstanding Service of Employees upto Retirement 30.25 30.25(years)

Net Asset / (Liability) recognized in the Balance Sheet as on March 31, 2008.

Changes in the present value of Defined Benefit Obligation are as follows:

The principal assumptions used in determining gratuity and leave liability for the Company's plans are shown below:

(Amount in Rs.)

(86)


(Amount in Rs.)

(Amount in Rs.)

Particulars Amount (Rs.)

Provident fund 8,67,211


Being first year of adoption of Accounting Standard 15 (Revised 2005) previous year's figures and disclosures required under Para 120 (n) have not been furnished / disclosed.

In accordance with the traditional provision of Accounting Standard -15 (revised) on Employee Benefits, an amount of Rs. 16,929 (net of deferred tax Rs. 8,717) being the difference between

strelevant liability as on 31 March 2007 and that computed in accordance with this accounting stStandard as on 1 April 2007 has been adjusted against the opening balance of Profit and Loss

Account (accumulated profit).


The Company is primarily engaged in the business of promotion, construction, development of integrated townships, and residential and commercial complexes in the various parts of the country, which as per Accounting Standard-17 on “Segment Reporting” is considered to be the only reportable business segment. The Company is operating in the same geographical segment.

10. Related Party Transactions

As per Accounting Standard-18 issued by the Institute of Chartered Accountants of I nd i a , t he Company's related parties and transactions are disclosed below:

a. List of related parties & relationships, where control exists:

1) Subsidiary Companies

i. Akriti Realtech Pvt Ltd (Up to 14-12-2007)

ii. Bhavani Realbuild P. Ltd. (Up to 14-12-2007)

iii. Bright Infrabuild Pvt. Ltd (Up to 14-12-2007)

iv. Dimension Infrastructure Pvt Ltd (Up to 14-12-2007)

v. Haryana InfraconPvt. Ltd (Up to 14-12-2007)

vi. Jyotirmay Housing Pvt Ltd (Up to 28-12-2007)

vii. Mehar Builders Pvt Ltd (Up to 14-12-2007)

viii. Modern Ashiana Builders Pvt Ltd (Up to 14-12-2007)

ix. Mounthill Builders Pvt Ltd (Up to 14-12-2007)

x. Rebnoor Infrabuild Pvt Ltd (Up to 14-12-2007)

xi. Skyhigh Colonizers Pvt Ltd (Up to 14-12-2007)

xii. Dawn Developers Pvt. Ltd. (from 26-4-07 to 14-12-2007)

xiii. Glory Buildcon Pvt. Ltd. (from 17-4-07 to 14-12-2007)

(87)


2) Holding Company

i. SRS Real Infrastructure Ltd. (from 21-1-2008)

b. Related parties & relationships with whom transactions have taken place during the year:

1) Key Management Personnel (KMP)i. Mr. Rajesh Singla - Executive Directorii. Mr. Nanak Tayal - Executive Directoriii. Mr. Vinod Jindal - Executive Director

2) Enterprises owned or significantly influenced by KMP and/or their Relatives

i. SRS Entertainment Ltd.

ii. SRS Retreat Services Ltd.

iii. SRS Tour and Travels Pvt. Ltd.

iv. SRS Promoters Pvt. Ltd

v. SRS Realtech Pvt. Ltd

vi. SRS Developers Pvt. Ltd

vii. SRS Realbuild Pvt. Ltd

viii. SRS Manufacturers Pvt. Ltd.ix. Glory Buildcon Pvt. Ltd.

3) Relatives of KMPi. Dr. Anil Jindalii. Shalini Jindal

C. Transactions with related Parties

S. No. Name of the Party Nature of Transaction 2007-08 2006-07 Amount (Rs.) Amount (Rs.)

1. Akriti Realtech Pvt Ltd Investment in Equity Shares - 99,800

Advance Given for Land 1, 00,000 34,300,000

Closing Balance:

Advance Given for Land Nil 34,300,000

2. Bhavani Realbuild Pvt. Ltd. Investment in Equity Shares - 99,800

Advance Given for Land 1, 00,000 80,00,000

Closing Balance:


3. Bright Infrabuild Pvt. Ltd Investment in Equity Shares - 99,800

Payment for Collaboration - 3,13,45,000

Advance Given for Land 5,51,00,000 Nil

4. Dimension Infrastructure Pvt Ltd Investment in Equity Shares - 99,800

Advance Given for Land 1,00,000 74,65,000

Closing Balance:


(88)


5. Haryana Infracon Pvt. Ltd Investment in Equity Shares 99,800

Advance Given for Land 35,000 74,45,000

Advance Recd for Commercial Space 2,22,10,000 Nil

Closing Balance :

Loans & Advances given Nil 7,445,000

6. Jyotirmay Housing Pvt Ltd Investment in Equity Shares 200 99,800

Advance Given for Land Nil 3,88,00,000

Closing Balance :


7. Mehar Builders Pvt Ltd Investment in Equity Shares 99,800


Closing Balance :

Advance Given for Land - 8,375,000

8. Modern Ashiana Builders Pvt Ltd Investment in Equity Shares 99,800


Closing Balance:

Advance Given for Land - 5,24,99,999

9. Mounthill Builders Pvt Ltd Investment in Equity Shares - 99,800


Closing Balance:

Advance Given for Land - 1,32,60,000

10. Rebnoor Infrabuild Pvt Ltd Investment in Equity Shares - 99,800


Closing Balance:

Loans & Advances given Nil 3,46,90,625

11. Skyhigh Colonizers Pvt Ltd Investment in Equity Shares - 99,800

Payment for Collaboration 5,16,50,000 3,90,47,500


Closing Balance:

Advance Given for Land Nil Nil

12. SRS Retreat Services Ltd. Purchase of Equity Shares - 4,20,00,000

Advance Given for Land 2,00,000 2,39,65,000

Closing Balance:


13. SRS Entertainment Ltd. Office Rent and other expenses paid 43,23,600 31,55,000

Advance Recd for Flats Booking 78,20,72,280 Nil

Purchase of Goods/Material 5,48,570 Nil

Advance Recd for Flat Booking and returned 16,27,27,429 Nil

14. Daksh Developers Pvt. Ltd. Purchase of Equity Shares - 35,10,000

Allotment of Shares - 78,12,500


15. Mr. Rajesh Singla Director Remuneration 6,00,000 4,25,000

16. Mr. Nanak Chand Tayal Director Remuneration 6,00,000 4,25,000

17. Mr. Vinod Jindal Director Remuneration 6,00,000 2,00,000

18. Dr. Anil Jindal Allotment of Equity Shares - 45,00,000

19. Dawn Developers Pvt. Ltd. Investment in Equity Shares 99,800 Nil


Closing Balance:

Loans & Advances given Nil 15,50,000

(89)


20. Glory Buildcon Pvt. Ltd. Investment in Equity Shares 99,800 Nil


Closing Balance:


21. SRS Real Infrastructure Ltd. Loan Given 22,14,85,000 Nil

Interest recd on Loan 11,62,085 Nil


Commission received 1,74,75,727 Nil

Sale of Investment 54,15,000 Nil

Purchase of Material 63,88,164 Nil

Rent Received 50,000 Nil


Advance Given for collaboration Nil 2,66,35,000

Closing Balance:

Advance Given for collaboration Nil 2,66,35,000

Loan Given 1,69,66,428 Nil


22. SRS Tours and Travels Pvt. Ltd. Commission on Flat Booking 2,80,800 Nil

23. SRS Promoters Pvt. Ltd Commission on Flat Booking 4,21,200 Nil

24. SRS Realtech Pvt. Ltd Commission on Flat Booking 3,74,400 Nil

25. SRS Developers Pvt. Ltd Commission on Flat Booking 2,34,000 Nil

26. SRS Realbuild Pvt. Ltd Commission on Flat Booking 4,21,200 Nil

27. SRS Manufacturers Pvt. Ltd. Commission on Flat Booking 2,80,800 Nil

28. Shalini Jindal Professional Charges 3,60,000 Nil

11. “Earning per Share” computed in accordance with Accounting Standard AS- 20 issued by the Institute of Chartered Accountants of India.

Particulars 2007-08 2006-07 (Rs.) (Rs.)

a) Numerator Net Profit after taxation as per Profit & Loss A/c 2,02,79,839 2,24,39,338

b) Denominator : Weighted average no. of equity shares outstanding for : - Basic 34,54,648 2,18,924 - Diluted 35,08,046 2,81,073

c) Earning per Share (EPS) (Face Value of Rs. 10 each) : - Basic 5.87 102.50 - Diluted 5.78 79.83

(90)


13. Directors Remuneration :

Note:a. Computation of net profit in accordance with relevant provisions of the Companies Act,

1956 has not been disclosed as no commission is payable to the Director.

b. Above remuneration are inclusive of allowances and perquisites but excluding the value of non- monetary perquisites, if any, & gratuity as the provision for gratuity is determined for the Company as a whole and therefore separate amount for the directors are not available. No leave encashment benefit is available to the director.

14. Auditors remuneration (including service tax)

Note : Figures in brackets are for previous year.

Name of Company Number of Purchases Sales ValueShares Value (Rs.) (Rs.)

Dawn Developers Pvt. Ltd. 9,980 99,800 99,800(NIL) (NIL) (NIL)

Glory Buildcon Pvt. Ltd. 9,980 99,800 99,800(NIL) (NIL) (NIL)

Jyotirmay Housing Pvt. Ltd. 20 200 200(NIL) (NIL) (NIL)

SRS Real Infrastructure Ltd. 72,200 54,15,000 54,15,000(NIL) (NIL) (NIL)

Particulars 2007-08 2006-07 (Rs.) (Rs.)

Directors’ Remuneration 18,00,000 10,50,000

Directors’ Sitting Fee 54,000 3,33,000

Particulars 2007-08 2006-07(Rs.) (Rs.)

Statutory Audit Fees 4,77,530 3,36,720

Tax Audit Fees 84,270 33,672

Total 5,61,800 3,70,392

12. Details of Investment purchased and sold during the year:

Investment in Shares (unquoted, non-trade, Long term investment)

(91)


Note: Figures in brackets are for previous year.

b. Details of Stocks, Purchases and Consumption of Land and Building Material :

Note:* Quantitative information is not possible due to dealing in numerous different units of measurement

Figures in brackets are for previous year.

c. Details of imported and indigenous materials consumed:

Class ofGoods

UnitsOpening Stock Purchases Sales Closing Stock

Qty. Amount Qty. Amount Qty. Amount Qty. Amount

Land

OfficeSpace

Acre

Sq. Ft. 722.00(Nil)

(Nil)(722.00)

0.61(Nil)

41,00,000(Nil)

1,21,19,332(Nil)

0.20(37.67)

30,45,319(7,68,21,866)

9,54,850(121,19,332)

0.81(37.06)

722(Nil)

2,04,37,985(17,93,62,500)

1,25,00,000(Nil)

Nil(0.61)

Nil(722)

Nil(41,00,000)

Nil(121,19,332)

Land Acre Nil Nil Nil Nil Nil Nil Nil Nil(Nil) (Nil) (30.36) (3579.15) (30.36) (3579.15) (Nil) (Nil)

Iron & Steel M.T. 1844 559.38 10169 3609.07 8424 3012.66 3589 1155.79(Nil) (Nil) (6791) (2113.29) (4947) (1553.97) (1844) (559.32)

Cement Bags Nil Nil 479652 1081.21 429367 959.83 50285 121.38(Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil)

Other - Nil - 50.82 - 50.82 - NilMaterials (Nil) - (46.67) - (46.67) - (Nil)

Particular UnitsOpening Stock Purchases Consumed / Issued to Contractor Closing Stock

Qty. Qty. Qty. Qty.Amt. In Lacs. Amt. In Lacs. Amt. In Lacs. Amt. In Lacs.

Current year % Previous year % (Rs. in Lac) (Rs. in Lac)

Indigenous 4023.22 100% 5179.79 100%

Imported - - - -

15. Additional information pursuant to the provisions of para 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956, as certified by the management (to the extent applicable):

a. Details of Goods Purchased for Resale:

(92)


16. However, previous period figures have been regrouped / rearranged and reclassified wherever necessary.

17. All amounts in the financial statements are presented in Rupees and rounded off to nearest rupee.

18. Schedule 1 to 22 are annexed to and form an integral part of the Balance Sheet as at 31st March, 2008 and Profit & Loss accounts for the year ended on that date.



SIGNATURES TO SCHEDULES 1 TO 22




DIN : 00013681 DIN : 00009745

M. No. : 20783

(93)



FOR AND ON BEHALF OF THE BOARD



I. INFORMATION PURSUANT TO PART - IV OF SCHEDULE - VI

Balance Sheet Abstract and Company’s General Business Profile

1. Registration Details Registration No.: 141647State Code : 55

Balance Sheet Date DD : 31 MM : 03 YY : 2008

2. Capital raised during the year (Amount in Rs. Thousand)

Public Issue NIL Right Issue NILBonus Issue NIL Private Placement 2,388.40

3. Position of mobilization and deployment of funds (Amount in Rs. Thousand)

Total Liabilities 1,835,516.78 Total Assets 1,835,516.78

Sources of Funds (Amount in Rs. Thousand)

Paid up Capital 35,734.16 Share Application Money 26,950.00

Reserve & Surplus 448,093.19 Secured Loans 1,066,235.43Unsecured Loans 256,412.78 Deferred Tax Liability 2,091.22

Application of Funds (Amount in Rs. Thousand)

Net Fixed Assets 59,195.07 Investment 1,031.88Net Current Assets 1,775,289.83 Miscellaneous Expenditure NILAccumulated Loss NIL

4. Performance of the Company (Amount in Rs. Thousand)Turnover / Income 1,207,094.32 Total Expenditure 1,173,321.71Profit/(Loss) before Tax 33,772.61 Profit/(Loss) after tax 20,279.84Basic Earning per share 5.87 Dividend Tax NIL

5. Generic names of three principal products / services of company (As per monetary terms)

Item Code No. (ITC Code)

Product Description

N.A.

DIN : 00013681 DIN : 00009745

M. No. : 20783

(94)


CONSOLIDATED FINANCIALSTATEMENTS

(95)




Auditors' Report on Consolidated Financial Statements

The Board of Directors,SRS Real Infrastructure Limited

1. We have audited the attached Consolidated Balance Sheet of SRS Real Infrastructure Limited ('the st Company') and its Subsidiaries, collectively referred to as the “the Group”, as at 31 March 2008 and the

Consolidated Profit and Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of 14 Subsidiaries, whose financial statements reflects total stassets of Rs. 38906.65 lacs as at 31 March 2008 and the total revenues of Rs. 12241.71 lacs for the

year ended on that date. These financial statements have been audited by other auditors whose report has been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of these Subsidiaries, is based solely on the report of the other auditors.

4. We report that the Consolidated Financial Statements have been prepared by the Company's management in accordance with the requirements of Accounting Standards on “Consolidated Financial Statements” (AS-21) issued by the Institute of Chartered Accountants of India.

5. Based on our audit as aforesaid, in our opinion and to the best of our information and according to the explanations given to us, the attached consolidated financial statements give a true & fair view in conformity with the accounting principles generally accepted in India:

st(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31 March 2008; and

(ii) in case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the Group for the year ended on that date;


(96)

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2008

SOURCES OF FUNDS

Share Holders' Funds

Share Capital A 166,016,000.00

Reserves & Surplus B 952,305,797.98 1,118,321,797.98

Minority Interest 117,570,046.29

Loan Funds

Secured Loans C 1,124,194,254.00

Unsecured Loans D 256,412,779.00 1,380,607,033.00

Deferred Tax Liability (Net) 2,227,401.00

2,618,726,278.27


Fixed Assets

Gross Block 255,931,175.00

Less:- Depreciation E 5,006,954.00

Net Block 250,924,221.00

Capital Work In Progress 69,615,196.90 320,539,417.90

Investments F 1,031,883.00


Inventories G 1,834,521,977.43

Sundry Debtors H 478,293,678.50

Cash & Bank Balances I 462,184,511.30

Loans & Advances J 1,486,409,896.33

Other Current Assets K 24,829,693.00

4,286,239,756.56


Current Liabilities L 1,975,332,576.93

Provisions M 13,810,162.26

Net Current Assets 1,989,142,739.19 2,297,097,017.37

Miscellaneous Expenditure N 57,960.00

(To the extent not written off or adjusted) 2,618,726,278.27

Significant Accounting Policies and Notes to Accounts W

The schedules referred to above and notes to accounts form an

integral part of consolidated Balance Sheet.

PARTICULARS SCH. 31st Match, 2008

(Amount in Rs.)







DIN : 00005585


DIN : 00005669

M. No. : 18730


(97)

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008

INCOME

Operating Income O 1,354,582,363.51

Other Income P 36,572,662.39

Increase/(Decrease) of Inventory Q (44,260,999.57)

1,346,894,026.33

EXPENDITURE

Cost Incurred on Projects R 1,102,839,581.18

Purchase Material for Resale 85,238,694.28

Personnel Expenses S 21,134,157.00

Office & Administration Expenses T 20,130,089.15

Financial Expenses U 29,693,281.37

Marketing & Selling Expenses V 37,375,595.00

Depreciation E 3,499,914.00

1,299,911,311.98

PROFIT BEFORE TAX 46,982,714.35

Less : Provision for Tax

Current 16,639,140.40

Deferred 2,707,752.00

FBT 1,169,829.00

PROFIT AFTER TAX BUT BEFORE MINORITY INTEREST 26,465,992.95

Minority Interest 4,932,115.00

PROFIT AFTER TAX AND MINORITY INTEREST 21,533,877.95

Brought forward balance of Profit & Loss A/c 7,508,989.36

Capital reserve/Goodwill adjustment on new investments in subsidiaries 6,171,826.00

Adjustment for retirement benefits 16,929.00

APPROPRIATION 22,887,970.31

Proposed Dividend 8,036,674.10

Dividend Distribution Tax 1,365,832.76

Transfer to General Reserves 401,134.11

AMOUNT CARRIED TO RESERVES & SURPLUS 13,084,329.34

EARNING PER SHARE (Face Value Rs. 10) 3.22

Basic & Diluted

(Please Refer Note No. 10 of Sch. W - Notes to Accounts)

Significant Accounting Policies & Notes to the Accounts W

The Schedules referred to above form an

integral part of Consolidated Profit & Loss Account

PARTICULARS SCH.For the year ended31st Match, 2008

(Amount in Rs.)







DIN : 00005585


DIN : 00005669

M. No. : 18730


(98)

CONSOLIDATED SCHEDULES

SCHEDULE - A

AUTHORISED CAPITAL

2,50,00,000 Equity Shares of Rs. 10/- each fully paid 250,000,000.00

250,000,000.00

ISSUED, SUBSCRIBED & PAID UP CAPITAL

1,66,01,600 Equity Shares of Rs. 10/- each fully paid 166,016,000.00

166,016,000.00

SCHEDULE - B

RESERVES & SURPLUS

i. Capital Reserve 18,820,334.53 (On Consolidation of New Subsidiaries)ii. Share Premium 920,000,000.00iii General Reserve 401,134.11iv Profit & Loss Account 13,084,329.34

952,305,797.98

SCHEDULE -C

SECURED LOANS

From Scheduled banks 591,334,989.00

Term Loans 208,583,696.99

Cash Credit 308,936,454.01

Bank Overdraft 15,339,114.00

Vehicle Loan 1,124,194,254.00

SCHEDULE -D

UNSECURED LOANS

From Bodies Corporates 2,972,449.00

Deferred payment credit for EDC 232,275,418.00

Interest on EDC accrued and due 21,164,912.00

256,412,779.00

(Repayable within one year Rs. 6,34,62,887) (a) Term Loans are secured by equitable mortgage of certain immovable properties and current assets of the group and personal

guarantees of the directors.

(b) Cash credit limits are secured by equitable mortgage of certain land, collateral securities and corporate guarantees of the group, personal guarantees of the directors and hypothecation of certain stock in trade.

(c) Bank overdraft are secured by certain debtors and accounts receivables, pledge of certain Fixed deposits and equitable mortgage of certain moveable properties, collateral securities and personal guarantees of the directors, collateral securities and corporate guarantees of the group.

(d) Vehicle loans are secured by hypothecation of respective vehicles.

PARTICULARS31st Match, 2008

(Amount in Rs.)


For the year ended

(99)

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SCHEDULE - F

INVESTMENTS

Current, Non - Trade, Quoted

Birla Sunlife Mutual Fund - 4889.976 units of Rs. 10/- each 50,000.00

SBI One India Mutual Fund 1,00,000 units of Rs. 10/- each 1,000,000.00

1,050,000.00

Less : Provisions for diminution in the value of investment 18,117.00

1,031,883.00

Aggregate amount of quoted investments 1,050,000.00

Market Value of quoted investment 1,031,883.00

SCHEDULE - G

INVENTORIES

(As taken, valued & certified by the Management) 1,829,714,222.30

Work in Progress of Projects 4,807,755.13

Goods held for resale 1,834,521,977.43

SCHEDULE - H

SUNDRY DEBTORS

(Unsecured, Considered Good) 63,556,280.00

i Debts outstanding for a period exceeding 6 months 414,737,398.50

ii Others 478,293,678.50

SCHEDULE - I

CASH & BANK BALANCES

Cash in Hand 22,843,450.36

Balance with Scheduled Banks

- in FDRs 369,208,997.00

- in Current Accounts 70,132,063.94

462,184,511.30

(FDRs aggregating to Rs. 3302.44 lacs have been Pledged with Bank for Over Draft

Facility and bank guarantee.)

SCHEDULE - J

LOANS & ADVANCES

Advance for Projects

- To Subsidiary Companies -

- To Collaborators 1,220,528,025.00

Advance to Suppliers 119,177,739.16

Other Advances 135,452,782.00

Advance Recoverable in Cash or Kind Value to be Recovered 11,251,350.17

1,486,409,896.33

SCHEDULE - K

OTHER CURRENT ASSETS

Interest Accrued on Fixed Deposits 14,738,196.00

Security Deposits 544,026.00

Prepaid Expenses 9,547,471.00

24,829,693.00

SCHEDULE - L

CURRENT LIABILITIES

Duties & Taxes Payable 9,646,824.00

Share Application Money 26,950,000.00

Advance from Customers 1,726,306,372.00

Sundry Creditors :

Due to Small & Micro Enterprises -

Other Creditors 142,895,869.90

Advance from Collaborators 25,400,000.00

Book Overdraft 20,125,364.03

Other Liabilities 9,196,084.00

Interest Accrued but not due 14,812,063.00

1,975,332,576.93

PARTICULARS 31st Match, 2008

(Amount in Rs.)


(100)

For the year ended

SCHEDULE - M

PROVISIONS

Provision for Income Tax 3,788,919.40

(Net of Advance Tax and TDS of Rs. 1,36,94,142)

Proposed Dividend 8,036,674.10

Dividend Distribution Tax 1,365,832.76

Provision for Gratuity 279,993.00

Provision for Leave Encashment 338,743.00

13,810,162.26

SCHEDULE - N

MISCELLANEOUS EXPENDITURE

On Acquisition of New Subsidiaries 106,100.00

Less :- Written off during the year 48,140.00

Amount not written off or adjusted 57,960.00

SCHEDULE - O

OPERATING INCOME

Sale of land, Office Space and Constructed Properties 1,260,293,800.00

Sale of Shares 17,248,500.00

Sale of Building Material 77,040,063.51

1,354,582,363.51

(101)

SCHEDULE - P

OTHER INCOME

Interest Received on 20,290,363.00

- FDR (TDS Rs. 41,36,120/-) 11,885,471.00

- Other (TDS Rs. 41,07,713/-) 3,165,231.39

Misc. Income 135,000.00

Rent Received 1,096,597.00

Profit on sale of Investment (Net) 36,572,662.39

SCHEDULE - Q

INCREASE / (DECREASE) IN INVENTORIES

Opening Stock 1,878,782,977.00

Closing Stock 1,834,521,977.43

(44,260,999.57)

SCHEDULE - R

COST INCURRED ON PROJECTS

Purchase of Land 181,689,370.00

Material Cost 468,063,038.00

Construction Cost 303,970,156.00

Commission 17,475,728.00

Government Charges 22,670,686.44

Employee Cost 2,254,555.00

Selling Cost 19,691,421.41

Borrowing Cost 76,194,304.33

Administrative & Other Cost 3,149,493.00

Depreciation 433,017.00

Amount Paid to Collaborators 7,247,812.00

1,102,839,581.18

SCHEDULE - S

PERSONNEL EXPENSES

Salaries, Wages, Stipend & Other Allowances 15,881,823.00

Contribution to Provident Fund & Other Funds 1,283,035.00

Director’s Remuneration 5,104,000.00

Staff Welfare 875,742.00

Provision for Employees Benefits 484,857.00

23,629,457.00

Less : Allocated to Capital Work in Progress 240,745.00

Less : Allocated to Projects 2,254,555.00

21,134,157.00

PARTICULARS

(Amount in Rs.)

31st Match, 2008For the year ended


(102)

SCHEDULE - T

ADMINISTRATIVE AND OTHER EXPENSES

Audit Fees 694,100.00

Donation 1,062,501.00

Electricity & Water Expenses 554,575.00

Legal and Professional 4,619.866.00

Listing Fees 137,474.51

General Meeting Expenses 18,050.00

Other Expenses 678,450.46

Printing & Stationery 1,164,872.00

Rates & Taxes 155,605.18

Rent 4,368,600.00

Repair & Maintenance Others 2,978,350.00

Postage, Telegram and Telephone Expenses 1,203,158.00

Vehicle Running & Maintenance Expenses 957,414.00

Computer Expenses 135,507.00

Insurance Expenses 207,898.00

Security & Housekeeping 786,019.00

Provision for Diminution in the Value of Investment 18,117.00

Preliminary Expenses Written off 48,140.00

Loss on Sale of Fixed Assets 143,892.00

Tour & Travelling Expenses 3,416,645.00

23,349,234.15


Less : Allocated to Capital Work in Progress 69,652.00

20,130,089.15

SCHEDULE - U

FINANCIAL EXPENSES

Bank Charges 10,300,306.70

Interest on Bank Loans 51,194,812.00

Interest Others 44,392,467.00

105,887,585.70


29,693,281.37

SCHEDULE - V

MARKETING & SELLING EXPENSES

Advertisement Expenses 21,009,963.00

Business Promotion 1,099,633.00

Premium on Buy Back of Flats 15,265,999.00

Commission 19,691,422.00

57,067,017.00


37,375,595.00

PARTICULARS

(Amount in Rs.)

For the year ended31st Match, 2008


(103)

SCHEDULE W:

Accounting Policies & Practices and Notes to consolidated Financial Statements for the year stEnded 31 March 2008.


1. Consolidation of Accounts:

a. Basis of preparation:

i) The Consolidated Financial Statements are prepared in accordance with the requirements of Accounting Standard-21 on 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements comprise the financial statement of the SRS Real Infrastructure Limited and its Subsidiaries. Reference in these notes to the 'Company' or 'SRS Real Infrastructure Limited' shall mean to include SRS Real Infrastructure Limited or any of its Subsidiaries consolidated in these financial statements.

ii) List of Subsidiary Companies which are included in the consolidation and the Parent Company's holding

therein are as under:

b. Principles of Consolidation:

i) The financial statements of the Parent Company and its subsidiary companies are combined on a line-to-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting unrealized profits or losses in accordance with Accounting Standard (AS) 21- 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India.

Name of the Company % of Shareholding & Voting Place of Power as on 31.03.08 Incorporation

Akriti Realtech Pvt. Ltd. 100% India

Bhavani Realbuild P. Ltd. 100% India

Bright Infrabuild Pvt. Ltd. 100% India

Dimension Infrastructure Pvt. Ltd. 100% India

Haryana Infracon Pvt. Ltd. 100% India

Mehar Builders Pvt. Ltd. 100% India

Modern Ashiana Builders Pvt. Ltd. 100% India

Mounthill Builders Pvt. Ltd. 100% India

Rebnoor Infrabuild Pvt. Ltd. 100% India

Skyhigh Colonizers Pvt. Ltd. 100% India

Dawn Developers Pvt. Ltd. 100% India

Glory Buildcon Pvt. Ltd. 100% India

SPS Buildcon Ltd. 100% India

SRS Retreat Services Ltd. 100% India

SRS Real Estate Ltd. 75.70% India


(104)


The financial statements of the Parent Company and its Subsidiaries have been consolidated using uniform accounting policies for like transactions and other events in similar circumstances, except otherwise stated.

ii) The excess of the share of the equity in the respective Subsidiary over and above the cost to the Parent company of its investments in each of the Subsidiaries on the acquisition date, is recognized in the financial statements as capital reserve and carried forward in the accounts.

iii) Minority interest is presented separately from the liabilities or assets and the Equity of the Parent Shareholders in the consolidated balance Sheet. Minority interest in the Income or Loss of the group is separately presented.


The financial statements are prepared under historical cost convention on accrual basis and in accordance with the requirement of the Companies Act, 1956 and in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the said Act. Management evaluates the effect of the accounting standards issued on a continuous basis and ensures that they are adopted as mandated under law and by ICAI. The accounting policies, except otherwise stated, have been consistently applied by the company.

3. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities and contingent assets on the date of financial statements and the reportable amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the year in which the results are known/materialized.




4.2. Sale of undeveloped land and other properties are recognized in the financial year in which the transfer is made by written agreement to sell/registration of sale deed or otherwise in favour of parties when the significant risk and reward of the ownership are transferred and there is certainty of realization of the consideration.



4.5. Revenue from the sale of material is recognized at the time of transfer of the documents to title/ delivery of the material.



(105)



Capital Works-in-Progress, including capital advances, is carried at cost, comprising direct cost, related indirect expenses and interest on borrowings to the extent attributed to them.





Intangible Assets are amortized over the useful life of the assets or ten years, whichever is earlier.

Depreciation on leasehold improvements are charged over the period of lease.

7. Borrowing Cost




9. Investments


10. Inventories

Inventories are valued as under: -

a. Building Materials at lower of cost and net realizable value.

b. Projects/Contracts work in progress at lower of actual cost and net realizable value.

c. Land, Flats, Shops, Plots, Traded Goods etc. at lower of actual cost and net realizable value.

Costs of building materials are determined on First in First Out ('FIFO') basis in the ordinary course of business.


(106)



All expenses attributable directly and forming integral part of specific project / scheme are considered as part of the project cost and accordingly are considered in the valuation therein.

11. Taxation







a) In case of Company and its one subsidiary (SRS Real Estate Limited):

i. Defined Benefit PlanGratuity and long term compensated absences are provided for based on actuarial valuation carried out at the close of each year. The actuarial valuation is done by an Independent Actuary as per projected unit credit method.

ii. Defined Contribution PlanThe company contribution to Employees Provident Fund and Family Pension Fund are deposited with the Regional Provident Fund Commissioner and is charged to Profit & Loss Account every year on due basis.

b) In case of Subsidiary other than SRS Real Estate LimitedLiability for Gratuity and Leave Encashment are provided on the basis of management estimate of the liability, based on period of service, unearned leave and last salary drawn, since the number of employees are very few.



(107)


14. Miscellaneous ExpenditurePreliminary Expenses are amortized in the year of incurrence except in the case of certain Companies, where they are amortized over a period of 5 years.





Particulars As at 31.03.2008 (Rs.)

Corporate Bank Guarantees 5158.00 lacs

Other 91.99 lacs


3. The company has entered into “Collaboration Agreement” with certain land-owners whereas the possession has been delivered to the company for development & construction of said land and marketing thereof. The payments towards cost of land are being made in accordance with respective Collaboration Agreements and charged to cost of project.


5. Event Occurring After Balance Sheet Date

During the year the group has transferred a portion of FSI related to one of its underdevelopment project of the reporting company, to M/s Mariners Welfare Society for an aggregate consideration of Rs. 3495.14 lacs, out of which Rs. 880 lacs only has been realized. However, serious disputes arose and the cheques issued by M/s Mariners Welfare Society amounting to Rs. 1100 lacs had bounced during the month of May 2008 and balance payment has been denied by the party. A civil suit has been filed in the Civil Court, Faridabad against the party in July 2008.

After taking into account the events occurring after balance sheet date and owing to uncertainty over the realization of the balance consideration, the management has considered that the recognition of revenue beyond the amount actually received would not be prudent and be contrary to Accounting Standard 9 and accounting policy of the company. Accordingly, the management has now decided to give effect of the same in the balance

stsheet as on 31 March 2008 itself and recognize the revenue only in proportion of and to the extent of realized revenue of Rs. 880 lacs.


(108)


6. Deferred Tax Assets and Liabilities

In view of the Accounting Standard - AS 22 “Accounting for Taxes on Income” issued by the Institute of Chartered stAccountants of India, the deferred tax assets/liabilities as at 31 March 2008 comprise of the following major

components:

Particulars As at 31.03.2008

(Rs.)

Fixed Assets (25,69,461.00)

Deferred Tax Liabilities (A) (25,69,461.00)

Preliminary Expenses Allowable 1,25,594.00

Provision for Diminution in the value of Investment 6,158.00

Provision for Employee Benefits 2,10,308.00

Deferred Tax Assets (B) 3,42,060.00

Net Deferred Tax Liability / (Assets) (A-B) (22,27,401.00)


The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The Company has also provided for Leave Encashment which is unfunded.








Actuarial (gain) / loss recognized in the year 54,778 41,186

Net benefit expense 2,72,883 2,11,974

(Amount in Rs.)

(109)


Present Value of Defined Benefit Obligation as on31-03-08 3,38,743 2,79,993


Net Asset / (Liability) recognized in the BalanceSheet. (3,38,743) (2,79,993)


Discount Rate (based on the market yields availableon Government bonds at the accounting date withterm that matches with that of the liabilities) 8.00% 8.00%

Salary increase (taking into account inflation,Seniority, promotion and other relevant factors) 5.50% 5.50%


Average Outstanding Service of Employees uptoRetirement (years) 29.26 Years 29.26 Years


Present Value of Defined Benefit Obligation as on1-4-07 65,860 68,019



Benefits Paid - -

Actuarial (gain) / loss obligation 54,778 41,186

Present Value of Defined Benefit Obligation asOn 31-03-08 3,38,743 2,79,993

Changes in the present value of Defined Benefit Obligation are as follows :

Net Asset / (Liability) recognized in the Balance Sheet as on March 31, 2008

The principal assumptions used in determining gratuity and leave liability for the Company's plans are shown below:


Particulars Amount (Rs.)

Provident Fund 9,51,405

(Amount in Rs.)

(Amount in Rs.)


(110)



The Company is engaged in the businesses of promotion, construction and development of integrated townships, residential and commercial complexes, and trading of building material in the various parts of the country. Thus, the company has two reportable business segments. The company operates in the same geographical segment.

Segment information as required by accounting Standard Segment Reporting (AS-17) is given hereunder :-

S. No. Particulars Real Estate Trading Others Total

1. Segment Revenue 12,602.94 770.40 172.48 13,545.82

2. Segment Expenses 11,408.62 747.82 172.48 12,328.92

3. Segment Profit 1,194.32 22.58 0.00 1,216.90

Less : Unallocable

Expense net of

Unallocable Incomes 450.14

Less : Financial Expenses 296.93

Profit Before Tax 469.83

Less : Provision For Taxation 205.17

Profit after Tax 264.66

4. Carrying amount of

Segment Assets

(Including CWIP) 43,856.10 199.21 0.00 44,155.29

5. Carrying amount of

Segment Liabilities

(Including CWIP) 32,869.25 160.19 0.00 33,029.44

Carrying amount of

Unallocable Assets 2,023.38

Less :

Carrying amount of 1,866.03

Unallocable Liability

(Including minority

Interest)

(Fig. in Lacs)

(111)

9. Related Party Transactions

As per Accounting Standard-18 issued by the Institute of Chartered Accountants of India, the Company'srelated parties and transactions are disclosed below:

a. Related parties & relationships with whom transactions have taken place during the year:

1) Key Management Personnel (KMP)i. Dr. Anil Jindal - Chairman and Managing Director ii. Mr. Rajesh Singla - Executive Directoriii. Mr. Nanak Chand Tayal - Executive Director

2) Enterprises owned or significantly influenced by KMP and/or their Relativesi. SRS Developers Pvt. Ltd.ii. SRS Realtech Pvt. Ltdiii. SRS Realbuild Pvt. Ltdiv. SRS Manufacturers Pvt. Ltd.v. SRS International Ltd.

b. Transactions with related Parties

S. No.

1. SRS Manufacturers Pvt. Ltd. Allotment of Share Capital 2,25,00,000

Closing Balance Nil

2. Anil Jindal Purchase of Shares 46,50,000

Director Remuneration 10,00,000

Closing Balance

Directors’ Remuneration Payable 43,910

3. SRS International Limited Allotment of Share Capital 11,25,00,000

Closing Balance Nil

4. SRS Realtech Pvt. Ltd. Allotment of Share Capital 3,50,50,000

Closing Balance Nil

5. Rajesh Singla Purchase of Shares 50,000

Closing Balance Nil

6. Nanak Chand Tayal Purchase of Shares 50,000

Closing Balance Nil

7. SRS Developers Pvt. Ltd. Purchase of Shares 29,00,000

Allotment of Share Capital 3,50,00,000

Closing Balance Nil

8. SRS Realbuild Pvt. Ltd. Allotment of Share Capital 3,75,00,000

Closing Balance Nil


Amount (Rs)








DIN : 00005585


DIN : 00005669

M. No. : 18730

(112)


10. “Earning per Share” computed in accordance with Accounting Standard AS- 20 issued by the Institute ofChartered Accountants of India.

11. Since the consolidated financial statements are presented for the first time, comparative figures for the previous year are not given.

12. Figures relating to subsidiaries have been regrouped/reclassified wherever considered necessary to bring them in line with the Company's financial statements.

13. All amounts in the financial statements are presented in Rupees.

14. Schedules A to W are annexed to and form an integral part of the Consolidated Balance Sheet as at 31st March, 2008 and Consolidated Profit & Loss accounts for the year ended on that date.

SIGNATURE TO SCHEDULES A TO W

Particulars 2007-08 (Rs.)

a) NumeratorNet Profit after taxation as per Profit & Loss A/C 2,15,33,878

b) Denominator :Weighted average no. of equity shares outstanding for :- Basic & Diluted 66,97,228

c) Earning per Share (Face Value of Rs. 10 Each) :- Basic & Diluted 3.22

NOMINATION FORM[(To be filled in by individual(s)]

To, From : Name of the Shareholder and address

SRS Real Infrastructure Ltd.

C/o Beetal Financial & Computer Services (P) Ltd.

RDBEETEL HOUSE, 3 FLOOR,

99, Madangir, Behind Local Shopping Centre,

New Delhi - 110062

Folio No./DP ID*

No. of Shares

I am / We are holder(s) of Shares of the Company as mentioned above. I/We nominate the following person in whom all rights of transfer and/or amount payable in respect of Equity Shares shall vest in the event o my/our death.

Nominee’s name

To be furnished in case thenominee is minor

Date of Birth

Guardian’s Name &Address

Occupation of Nominee ( )

Nominee’s Address

Age

1. Service

5. Professional

2. Business

6. Farmer

3. Student

7. Others

4. Household

Fax No.

Pin Code

STD CodeE-mail Address

Tel. No.

Specimen Signature ofNominee/Guardian (in casenominee is a minor)

Kindly take the aforesaid details on record.

Thanking you,Yours Faithfully, Date : .............................

Name(s) of equity shareholder(s) [as appearing on the Certificate(s)]

Sole/1st holder

2nd holder

3rd holder

Witnesses (two)

Signature (as per specimen with Company)

Name & Address of Witness Signature & Date

1.

2.


SRS REAL INFRASTRUCTURE LIMITED

PROXY FORM

Regd. Office: 202, 27 New Delhi House, Barakhamba Road, Connaught Place, New Delhi- 110001

I/We ………....…………………………….................................................………………………………........... being

a Member/Members of SRS REAL INFRASTRUCTURE LIMITED hereby appoint………........................................

…………………………(or failing him…….………................…… of …………….....................................................

………………………………………..…………………………………........................................................................)

as my/our Proxy to attend and vote for me/our behalf at the 18th Annual General Meeting of the Company to be held

on Tuesday, 30th September, 2008 at 11.30 A.M at Regent Hall, Hotel Connaught, 37 Shaheed Bhagat Singh Marg,

Connaught Place, New Delhi- 110001 and at any adjournment thereof.

Signed this ………………….day of……………2008

Signature________________________

Reference Folio No. / DP ID & Client ID*

No. Of Shares _____________________

* Applicable for investors holding shares in dematerialized form.

Note: This Form in order to be effective should be complete and must be deposited at the Registered Office of the Company, not less than 48 hours before the meeting

SRS REAL INFRASTRUCTURE LIMITEDRegd. Office: 202, 27 New Delhi House, Barakhamba Road, Connaught Place, New Delhi- 110001

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

Joint Shareholders may obtain additional Attendance Slip at the venue of the meeting.

Name and Address of the Shareholder

I hereby record my presence at the 18th Annual General Meeting of the Company held on Tuesday, 30th September, 2008 at 11.30 A.M at Regent Hall, Hotel Connaught, 37 Shaheed Bhagat Singh Marg, Connaught Place, New Delhi- 110001

__________________________Signature of Shareholder/Proxy

* Applicable for investors holding shares in dematerialized form.

DP Id*

Client Id*

Folio No.

No. of Shares

Affix hereOne RupeeRevenueStamp

REGD. OFFICE : 202, New Delhi House, Barakhamba Road, Connaught Place, New Delhi - 110001. T 011-41571258-60 F 011-41571269 www.srsparivar.com

CORP. OFFICE : SRS Multiplex, City Centre, Sector - 12, Faridabad (NCR Delhi) - 121007. T 0129-4090100 / 4009308 F 0129 - 4009309 [email protected]

HEAD OFFICE : E-18, Nehru Ground, Faridabad (NCR Delhi) - 121001 T 0129 - 2422802-03 / 4003255 F 2241955

annual report 2007-08 srs real infrastructure...

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