giving shape to imagination - bombay stock exchange · towers in srs royal hills and 5 towers in...

th 24 ANNUAL REPORT 2013-2014

Enduring�Quality�and�Trust

Giving Shape to Imagination

SRS REAL INFRASTRUCTURE LTD.SRS REAL INFRASTRUCTURE LTD.SRS REAL INFRASTRUCTURE LTD.

SRS REAL INFRASTRUCTURE LTD.

th24 Annual Report 2013-14

CONTENTS

Corporate Information 1

Chairman’s Speech 2

Director’s Report 3

Corporate Governance Report 10

Management’s Discussion & Analysis 25

Independent Auditors’ Report 30

Balance Sheet 34

Statement of Profit & Loss 35

Cash Flow Statement 36

Significant Accounting Policies and Notes to the Financial Statements 37

Financial Statements of SRS Real Estate Ltd. - A Subsidiary 62

Consolidated Financial Statements 94



Corporate Information

BOARD OF DIRECTORS

Dr. Anil Jindal - Non-Executive Chairman

Sh. Jitender Kumar Garg - Managing Director

Sh. Rajesh Singla - Whole-Time Director & CFO

Sh. Parveen Tayal - Non-Executive Director

Sh. Kailash Tayal - Independent Director

Sh. Praveen Sharma - Independent Director

Sh. Dilip Singh - Independent Director

Mrs. Kiran Arora - Independent Director

COMPANY SECRETARY

Ms. Shweta Marwah

STATUTORY AUDITORS

M/s. S.S. Kothari Mehta & Co.

M/s. Naresh Jai & Associates

COST AUDITORS

M/s. Ashok Kumar & Associates

INTERNAL AUDITORS

M/s Sachin S.C Singhal & Associates

BANKERS

Union Bank of India

State Bank of Patiala

Central Bank of India

Syndicate Bank

Oriental Bank of Commerce

Indian Overseas Bank

Canara Bank

ICICI

REGISTRAR AND SHARE TRANSFER AGENTBeetal Financial & Computer Services (P) Ltd.

rdBeetal House, 3 Floor, 99, Madangir, Behind Local Shopping Centre,Near Dada Harsukh Dass Mandir, New Delhi – 110062Tel: 011-29961281, Fax: 011-29961284

REGD. OFFICE SRS Tower, 721, 722, 727,

th7 Floor, Near Metro StationMewla Maharajpur, G.T. Road Faridabad, (NCR Delhi)-121003 Tel : 0129-4323100 Fax : 0129-4323195

CIN : L65910HR1990PLC040431

1

Dear Shareowners,

thI warmly welcome you to the Company’s 24 Annual General Meeting and am happy to state that the Company has put up a worthy performance in FY 14. Bravely facing the headwinds swaying the overall industry, it has recorded a performance that can rightfully be called impressive. You will be glad to know that in FY 14, the Company recorded a turnover of Rs.839 crores, with a PAT of Rs.3.9 crores.

Coming up with sterling performance such as this is an achievement when you look at the overall economic and industry scenario. India's economy is passing through a very challenging phase that is seeing high inflation with low growth. GDP growth in fact has halved in just about 3 years – from 9.5% to 4.5% last fiscal. To control high inflation, the RBI was pushed to usher in a high interest rate regime which hurt the overall business scenario as the cost of fund increased, and also consumers' ability to buy real estate on account of higher EMIs. The consumer sentiment was weak on account of lower economic growth, slow job creation, inflationary pressures and hence there was reluctance to go in for high ticket purchases. Small wonder then that the size of the unsold inventory across the industry rose. Developers watched helplessly as lowering prices, in the face of an upto 40% increase in input costs over the last year or two, was just not possible. Lastly, but not the least, political uncertainty and slow decision-making made things only worse.

In the backdrop of this, your Company's performance was like a spark in the middle of dark clouds. We made rapid progress across all our projects: possession was handed over for 12 Towers in SRS Residency, 5 Towers in SRS Royal Hills and 5 Towers in SRS Pearl Floor – all three in the prime Sector 87 & 88 of the new age Greater Faridabad region. Construction began for SRS Royal Hills Phase II with advanced planning and mechanization to build and deliver the best. Our other projects in Palwal and Rewari too witnessed good development. Our flagship SRS Corporate Tower continued to attract companies from a host of industries, who set up office at this landmark location. We also offered possession in Kurukshetra where we completed developmental work and received occupation certificate.

What's more, the company is fortunate to be left with very little inventory, which is a testimony to the tremendous repute and trust it enjoys in the marketplace. This enabled people get good flats and apartments and brought in good cash flows for the Company at good rates.

Going forward, we will continue our strong focus on our customers, and shall continue to delight them with quality constructions backed with speedy and timely deliveries. We truly want SRS to be the gold standard in real estate across all the geographies it operates in, and I have a feeling we are taking small, confident steps in that direction.

I believe that our current progress and future march is the result of many people coming together as one, and I would like to place on record my gratitude to them. First and foremost, to all our customers who chose to believe in us right from the early days, and have held their faith high enough. Deep appreciation to the Board which guided the efforts of the Company in the right direction in a most skillful manner, as well as to the Company's management and staff which made a reality out of dreams. Thanks also to all our vendors who partnered us as one of us, and demonstrated utmost solidarity. My heartfelt appreciation also goes out very especially to all the bankers, regulators, government authorities, auditors and everyone else who worked hard to guide us in the right direction and made achieving this success possible.

Thank you again, and it is my resolve, along with my team, to make this Company as solid as the mighty structures it creates. With your support, I am confident of making this a reality sooner than expected.

Chairman’s Speech

Warm wishes and best regards,

(Dr. Anil Jindal) Chairman



2

Directors' Report

To, The Shareowners,

thThe Directors of your Company feel pleasure in presenting the 24 Annual Report of the Company for the financial year 2013-14, along with the audited statement of accounts.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after tax of Rs.399.26 Lac. The Summary of the operating results is as under: -

(Rs. in Lac)Particulars 31.03.2014 31.03.2013 Revenue from Operations 83667.47 84956.47 Other Income 272.94 171.21 Total Income 83940.41 85127.68 Profit/(Loss) before Financial Expenses, Depreciation and Tax

3019.79 2256.27

Interest and Financial Expenses 2265.77 1341.94 Profit before Depreciation & Tax 754.02 914.33 Depreciation 165.58 94.37 Profit/(Loss) before Tax

588.44

819.96

Provision for Tax - Current - Deferred Tax - MAT credit entitlement - Tax on prior period incomes

118.62 146.98 (57.89) - (18.53)

271.94 33.34

0.11

Profit after Tax 399.26 514.57 Balance b/f from previous year 1861.67 1595.14 Appropriations: - Proposed Dividend 0.00 201.02 Dividend Distribution Tax 0.00 34.16 Amount transferred to General Reserves 0.00 12.86 Amount carried to Balance Sheet 2260.94 1861.67 Face Value of Equity Share (Re.) Earnings Per Share Basic & Diluted

1.00

0.20

1.00

0.26

RESULTS OF OPERATIONS

India's economy is passing through a very challenging phase that is seeing high inflation with low growth. Bravely facing the headwinds swaying the overall industry, your Company has recorded a performance that can rightfully be called impressive. You will be glad to know that in FY 14, the Company recorded a turnover of Rs.839.40 crores, with a PAT of Rs.3.99 crores.

DIVIDEND

To consolidate the future position of the Company and support the fund requirement to stimulate growth, your Board of Directors don’t recommend any dividend for the year under review.

stAs on 31 March, 2014, the sums amounting to Rs.1,96,927/- are lying as unclaimed in the various Unpaid Dividend Accounts of the Company.

BOARD OF DIRECTORS

thDr. Anil Jindal was re-designated as Non-Executive Chairman on 19 February, 2014. In terms of the provisions of Section 152 of the Companies Act, 2013, Dr. Anil Jindal is due to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment as Director of the Company.



3

As per the provisions of Section 203 of the Companies Act, 2013 every listed company shall have CFO, accordingly Sh. Rajesh Singla was appointed as thWhole-Time Director & CFO of the company for a period of 3 (three) years with effect from 19 February, 2014.

thSh. Jitender Kumar Garg was re-appointed as Managing Director of the Company for a period of Three (3) years with effect from 7 March, 2014.

thSh. Parveen Tayal was appointed as an Additional Director on 4 April, 2014. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for reappointment.

Sh. Bishan Bansal has been appointed as Whole-Time Director & CFO in the Company’s Holding Company M/s BTL Holding Company Ltd. and has thstepped down from the office of Whole-Time Director of the Company on 4 April, 2014. The Board places on record its sincere appreciation to Sh. Bishan

Bansal for taking the Company to such heights and for the services rendered by him during his tenure of his directorship.

nd Due to his other preoccupations, Sh. Nanak Chand Tayal has resigned from the directorship of the Company on 2 June, 2014. The Board places on record its sincere appreciation to Sh. Nanak Chand Tayal for the services rendered by him during his tenure of directorship.

Section 149(10) of the Companies Act, 2013 provides that Independent Directors shall hold office upto a term of five consecutive years on the Board of the Company and shall be eligible for reappointment by passing a special resolution by the shareholders of the Company.

All the Independent Directors of the Company were appointed as Independent Directors, liable to retire by rotation pursuant to erstwhile provisions of the stCompanies Act, 1956. With effect from 1 April, 2014, inter alia, provisions of Section 149 of the Companies Act, 2013 have been brought into force and in

terms of the said Section read with Section 152 (6), the provisions in respect of retirement by rotation are not applicable to Independent Directors. Moreover, qualifications, disqualifications and duties of Directors have been articulated in the Companies Act, 2013. Therefore, it is incumbent upon every Company to reappoint the Independent Directors in compliance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modifications or re-enactments thereof) read with Schedule IV to the Companies Act, 2013, Sh. Kailash Tayal and Sh. Praveen Sharma, are

st stre-appointed as Independent Directors to hold office for five consecutive years from 1 August, 2014 upto 31 July, 2019, not liable to retire by rotation.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014, Sh. Dilip Singh and Mrs. Kiran Arora have been appointed as an additional (Independent)

th thDirectors of the Company to hold office for five consecutive years w. e. f. 7 July, 2014 upto 6 July, 2019, not liable to retire by rotation.

Notices under Section 160 of the Companies Act, 2013 have been received from members intending to propose the appointment of Directors of the Company at the ensuing Annual General Meeting.

thSh. Shiv Mohan Gupta has resigned from the Directorship of the Company on 7 July, 2014. The Board places on record its sincere appreciation for the services rendered by Sh. Shiv Mohan Gupta during his tenure of directorship.

thSh. Praveen Gupta has resigned from the Directorship of the Company on 7 July, 2014. The Board places on record its sincere appreciation for the services rendered by Sh. Praveen Gupta during his tenure of directorship.

thSh. Mahender Kumar Goyal has resigned from the Directorship of the Company on 7 July, 2014. The Board places on record its sincere appreciation for the services rendered by Sh. Mahender Kumar Goyal during his tenure of directorship.

A brief resume of these Directors, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or thMembership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is annexed with the Notice calling 24

Annual General Meeting of the Company.

DE-LISTING OF SECURITIES

The Company has been voluntary delisted from Delhi Stock Exchange Ltd. (DSE) under SEBI (Delisting of Equity Shares) Regulations, 2009 w.e.f. 28.04.2014.

SUBSIDIARY COMPANIES

Your Company has the following Companies as its Subsidiaries:-

(I) SRS Real Estate Ltd.(ii) SRS Retreat Services Ltd.(iii) SRS Automotive Components Pvt. Ltd. (Formerly known as SRS I-Tech Pvt. Ltd.)(iv) Auspicious Real Estate Ltd.(from 03.05.2013)(v) Grand Realtech Ltd. (from 18.04.2013)(vi) Nav Nirman Realtech Ltd.(from 27.04.2013)(vii) SRS Natural Resources Ltd. (Formerly known as Arihant Dham Constructions Ltd.) (from 18.04.2013)(viii) Soaring Heights Ltd. (upto 30.03.2014)



4

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

nd The Board of Directors in its meeting held on 2 April, 2014 has given its consent for not annexing the accounts of Subsidiary Companies except for SRS Real Estate Ltd. 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 the Holding and Subsidiary Company's Investors on request and will also be kept for inspection by any Investor at the Registered Office of your Company and that of the Subsidiary Companies.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard – 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2013-14.

FIXED DEPOSITS

Your Company has accepted deposits from the Public and Rs.4468.49 Lacs was outstanding towards maturity principal and interest on the date of the stBalance Sheet for the year ended 31 March, 2014.

AUDITORS

Statutory AuditorsM/s. S.S. Kothari Mehta & Co., Chartered Accountants, and M/s. Naresh Jai & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and have expressed their willingness for reappointment as joint statutory auditors in accordance with the Companies Act, 2013 and confirmed that their re-appointment, if made, will be within the prescribed limits under Section 141(3) of the Companies Act, 2013 and they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

Internal AuditorsM/s. Sachin S C Singhal & Associates

Cost Auditors M/s. Ashok Kumar & Associates

AUDITORS' REPORT

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

PERSONNEL

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

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

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows: -

i) Conservation of energy

The main aim of the policies and technologies being adopted by the Company, in execution of its projects are to keep the embodied energy of the building as low as possible by adopting following techniques:

1. Selecting materials which have low embodied energy and which are more energy efficient. 2. Designing of services which will consume least energy during the operation of the building. 3. Using construction techniques which use less energy during the process of execution.

Besides ensuring low embodied energy through appropriate interventions it is also being ensured that the energy requirements during operation phase are also low. Details of steps being adopted for Conservation of energy are enumerated below:

a) Selection of materials:

Use of following materials is being encouraged on the project

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

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



5

l Using sandwich type rising mains, in place of conventional cable system for power distribution. These rising mains are maintenance free, have very less voltage drop, are easy to install & have more life. They are also very safe as they have no chimney effect; hence provide a better resistance to the spread of fire.

l Using Compact florescent lamp fittings & LED's for the lighting in common/passage areas, offices etc. has helped reduce electricity requirement.

l All elevators have Variable Frequency Drives. These consume about 30% lower energy during operation as compared to single frequency drive machines. The elevators are also designed to act in tandem thus respond faster to the calls.

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

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

l For all central units which do not have direct access to the outer shell water cooled system of air-conditioning has been provided. This helps in keeping energy requirements to the bare minimum.

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

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

l Special high performance glass is being used in the front façade and the windows. This glass has high light transmission but low heat conductivity. This has helped in reducing the overall heat gain of the building thus reducing the requirement of chillers etc.

b) Design elements being adopted or making buildings energy efficient

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

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

l Staircases and lifts are so located to allow easy vertical access. Reduction in travel distance and time reduces energy consumption during operational stage of the building.

l Provision for segregated air-conditioning system for common areas and office spaces has been done to reduce energy consumption and also allow targeted cooling of specific areas.

l The entire slab is designed as 'flat slab' to permit easier carrying of services and also permit easy casting and less wastage.

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

ii) Technology absorption

Following modern construction/operation technologies being adopted

l By using ready mixed concrete produced in off site location in the building has helped in reducing noise and dust pollution at site and also reduced wastage of materials. Use of machine made RMC has also permitted use of fly-ash thus saving cement consumption

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

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

l Provision for rainwater harvesting is being made to make it a zero discharge building.

l Intelligent building management system is proposed to be installed which will monitor all operative parameters in real time and permit optimization of energy consumption.

l Building is equipped with a state of the art fire detection system which will help pin point the source of fire. It also has a talk back system and a public address system to ensure easy communication in case of any mishap. This system is supplemented with an automatic fire suppression system.

l Fiber optic cable is being used in the building to help carry large volume of data.

l A field laboratory has been set up at RMC plant to ensure that the quality of materials being used is conforming to the mandatory requirements and the concrete produced meets design standards.

iii) Foreign Exchange earning & outgo : Nil

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company confirm the following: -

st(a) that in the preparation of the annual accounts for the year ended 31 March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;



6

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance together with the certificate from Ms. Savita Trehan, Practicing Company Secretary [C.P. No.2569], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT'S DISCUSSION & ANALYSIS

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

ACKNOWLEDGEMENT

The Directors express their gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI and other Financial Institutions. The Directors also thank all customers, dealers, suppliers, members and others connected with the business of the Company for their co-operation.

(Jitender Kumar Garg)Managing Director

DIN: 00088125Place: Faridabad

thDate: 7 July, 2014

For and on behalf of the Board

(Dr. Anil Jindal)Chairman

DIN: 00005585



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Corporate Governance Report

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE Transparency and accountability are the two basic tenets of Corporate Governance. The Company is committed to Good Corporate Governance

practices aimed at increasing value for all stakeholders. The Company's Corporate Governance philosophy is based on SRS values focusing on fairness, transparency, accountability and responsibility, openness and trust.

Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. The Company believes that sound Corporate Governance is critical for enhancing and retaining investor trust and your Company always seeks to ensure that is performance goals are met with integrity. Our Code of Business Principles is an extension of our values and reflects our continued commitment to ethical business practices across our operations.

The governance of the Company is to fulfill its legal, financial and ethical behavior. SRS Real Infrastructure values and code of business conduct provide the necessary framework in running our business with the highest standards of Corporate Governance and the Company has the well-informed and Independent Board for ensuring the same.

To succeed, we believe, requires highest standards of corporate behavior towards everyone we work with, the communities we touch and the environment on which we have an impact. This is our road to consistent, competitive, profitable and responsible growth and creating long term value for our shareholders, our people and our business partners. The above principles have been the guiding force for whatever we do and shall continue to be so in the years to come.

2. BOARD OF DIRECTORS

The composition of the Board of Directors of the Company is governed by the provisions of Companies Act, the Articles of Association of the Company and the Listing Agreement with the Stock Exchanges. The Board of the Company is an appropriate mix of Executive, Non-Executive and Independent Directors that bring with them expertise in the field of strategic management, human resource development, legal & finance among others and discharge their fiduciary responsibilities ensuring efficient management adhering to highest standards of transparency, integrity and ethics.

st As on 31 March, 2014, there are Ten (10) Directors on the Board of the Company, Three (3) Executive and Seven (7) Non-Executive Directors (including Five (5) Independent Directors). The composition of the Board is in conformity with Clause 49 of the Listing agreement.

Dr. Anil Jindal, a Non-Executive Director is the Chairman of the Board.

th th During the year under review, the Board of Directors of the Company met Twenty Five (25) times. These meetings were held on 16 April, 2013; 25 th th th th th th th rd thApril, 2013; 6 May, 2013; 14 May, 2013; 10 June, 2013; 24 June, 2013; 10 July, 2013; 15 July, 2013; 13 August, 2013; 23 August, 2013; 6

th rd th th th th thSeptember, 2013; 20 September, 2013; 3 October, 2013; 14 November, 2013; 26 November, 2013; 11 December, 2013; 7 January, 2014; 17 th th th th th th thJanuary, 2014; 4 February, 2014; 8 February, 2014; 14 February, 2014; 19 February, 2014; 7 March, 2014; 12 March, 2014; and 27 March,

2014.

The details regarding their attendance at the Board Meetings during the financial year 2013-14,the last AGM and their other Directorships/ Committee Chairmanships/Memberships in other Companies are as follows: -

Name of Director

Category

No. of Board

Meetings Attended

during the year

Attendance at last AGM held

on 20th September,

2013

No. of Positions held in Other Companies

Board*

Committee membership**

Committee Chairmanship** Public Private

Dr. Anil Jindal Chairman (Non-Executive Director)

25 Yes 5 - 2 1

Sh. Jitender Kumar Garg

Managing Director

25 Yes 2 2 - 1

Sh. Rajesh Singla Whole-Time Director & CFO

25 Yes

1 - -

Sh. Bishan Bansal #

Whole-Time Director

25 Yes

7

7

- - -

Sh. Parveen Tayal$

Non-Executive Director

N.A. N.A. 1 - - -



10

Name of Director

Category

No. of Board

Meetings Attended

during the year

Attendance at last AGM held

on 20th September,

2013

No. of Positions held in Other Companies

Board*

Committee membership**

Committee Chairmanship** Public Private

Sh. Nanak Chand Tayal##

Non-Executive Director

24 Yes 4 1 - -

Sh. Praveen Gupta###

Non-Executive & Independent

Director

15 Yes 1 - - -

Sh. Shiv Mohan Gupta###


Director

17 Yes 1 1 - 1

Sh. Mahender Kumar Goyal###


Director

19 Yes 2 - - -

Sh. Praveen Sharma

Non-Executive &Independent

Director

16 Yes 1 - 1 -

Sh. Kailash Tayal Non-Executive &Independent

Director

16 Yes 1 1 - -

Mrs. Kiran Arora@ Non-Executive & Independent

Director

N.A N.A - - - -

Sh. Dilip Singh@ Non-Executive & Independent

Director

N.A. N.A. 1 - 1 -

th# Resigned on 4 April, 2014.th$ Appointed on 4 April, 2014.

nd## Resigned on 2 June, 2014.th###Resigned on 7 July, 2014.

th@ Appointed on 7 July, 2014.* This includes Directorships held in Public Limited Companies, subsidiaries of Public Limited Companies & Private Limited Companies and

excludes Foreign Companies, Companies incorporated for charitable purposes and Alternate Directorships.** For the purpose of Committees of Board of Directors, Audit Committee and Shareholder's/Investor's Grievance Committee/Stakeholders

Relationship Committee in other Public Limited companies and subsidiaries of Public Limited companies are considered.ü None of the Directors is disqualified u/s 274(1) (g) of the Companies Act, 1956.ü None of the Directors hold the office of Director or Chairman/Member of a Committee in more than the permissible number of Companies

under the Companies Act, 2013.

Board Procedures:

The Board Meetings are governed by structured Agenda. The Agendas along with comprehensive notes, draft resolutions and background material are circulated well in advance before each meeting to all the Directors for facilitating effective discussion and decision making. The Board members may bring up any matter for consideration of the Board, in consultation with the Chairman

The information as specified in annexure IA to Clause 49 of the Listing Agreement is available to the Board. Presentations are made by the CFO and Business Heads on the Company's operations and other matters on a periodic basis. The proceedings of the meetings of the Board and its Committees are recorded in the form of minutes and the draft minutes are circulated to the Board for its perusal. The minutes of the Committee meetings are confirmed by the respective Committees and noted by the Board. The important decisions taken at the Board/Committee meetings are communicated to the concerned departments/ divisions promptly.



11

3. COMMITTEES OF THE BOARD The Board currently has 4 Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relation Committee, 4)

Risk Management Committee. The terms of reference of the Board Committees are determined by the Board from time to time. The Board is responsible for constituting, assigning and co-opting the members of the Committees. The meetings of each Board Committee are convened by the respective Committee Chairman. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below.

AUDIT COMMITTEE

st As on 31 March, 2014, the Audit Committee comprised of: -

Sh. Praveen Sharma (Chairman) Sh. Shiv Mohan Gupta Sh. Kailash Tayal

th th th th During the year under review, Four (4) Audit Committee Meetings were held on 10 June, 2013; 13 August, 2013; 13 November, 2013 and 13February, 2014

Attendance at the meetings was as follows: -

Name Designation Category of Director No. of meetings

attended Sh. Praveen Sharma Chairman Independent Director 4 Sh. Shiv Mohan Gupta Member Independent Director 4 Sh. Kailash Tayal Member Independent Director 4

In addition to the members of the Audit Committee, Chief Financial Officer, Internal Auditors, Statutory Auditors, heads of accounts & finance etc. are invited for providing inputs to the Committee.

Ms. Shweta Marwah Company Secretary acts as Secretary of the Committee.

With the enactment of the Companies Act, 2013 and due to resignation of Sh. Shiv Mohan Gupta, the Audit Committee has been reconstituted in the thBoard Meeting held on 7 July, 2014 comprising of the following members: -

Ms. Kiran Arora (Chairperson) Sh. Kailash Tayal Sh. Praveen Sharma

The role & powers of the Audit Committee pursuant to the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing thAgreement, have been redefined on 7 July, 2014 as follows: -

Role of the Audit Committee

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending the appointment, re-appointment, replacement, removal, remuneration and terms of appointment of statutory auditors, fixation of audit fees and approval of payment to statutory auditors for any other services rendered by them.

3. Review and monitor the auditor's independence & performance, and effectiveness of audit process;

4. Reviewing with the management the annual financial statements and auditor's report thereon before submission to the Board for approval, focusing primarily on the following:

l Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013.

l Any changes in the accounting policies and practices and reasons for the same l Major accounting entries involving estimates based on the exercise of judgment by the management l Qualifications in the draft audit report l Significant adjustments made in the financial statements arising out of audit findings



12

l The going concern assumption l Compliance with accounting standards l Compliance with listing agreement and provisions of all applicable laws relating to financial statements l Adequacy & effectiveness of internal financial control systems l Any related party transactions i.e. transactions of the Company of material nature with promoters/management/KMP or their relatives,

holding/ subsidiaries/associates/Joint Venture Company etc. that may have potential conflict with the interest of the Company at large. 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Approval or any subsequent modification of transactions of the company with related parties;

7. Examination of the periodic financial statements and the auditor's report thereon

8. Scrutiny of inter-corporate loans and investments;

9. Valuation of undertakings or assets of the company, wherever it is necessary;

10. Evaluation of internal financial controls and risk management systems;

11. Monitoring & reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower & Vigil mechanism adopted by the Company;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

20. Reviewing the Company's financial and risk management policies;

Powers of Audit Committee

The audit committee shall have powers, which should include the following:

1. To investigate any activity within its terms of reference; 2. To seek information from any employee; 3. To obtain outside legal or other professional advice; 4. To secure attendance of outsiders with relevant expertise, if it considers necessary;

Review of information by Audit Committee

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions (as defined by the audit committee), submitted by management; 3. Management letters / letters of internal control weaknesses issued by the statutory auditors; 4. Internal audit reports relating to internal control weaknesses; and 5. The appointment, removal and terms of remuneration of Chief Internal Auditor.



13

INVESTORS GRIVEANCE AND SHARE TRANSFER COMMITTEE (RENAMED AS STAKEHOLDERS RELATIONSHIP COMMITTEE)

st As on 31 March, 2014, the Investor's Grievance and Share Transfer Committee comprised of: -

Sh. Nanak Chand Tayal (Chairman) Sh. Jitender Kumar Garg Dr. Anil Jindal

thDuring the year under review, the Committee was also reconstituted due to re-designation of Sh. Rajesh Singla as WTD & CFO on 19 February, 2014.

st thDuring the financial year ending on 31 March, 2014, Fourteen (14) Investors' Grievance and Share Transfer Committee meetings were held on 8 April, th st th th th nd rd st nd2013; 30 April, 2013; 1 May, 2013; 14 May, 2013; 19 June, 2013; 8 July, 2013; 22 July, 2013; 23 July, 2013; 21 August, 2013; 2 September, 2013;

th th st th14 September, 2013; 24 December, 2013; 1 February, 2014 and 28 February, 2014

Attendance at the meetings was as follows: -

th# Re-designated on 19 February, 2014.th* Designated as Chairman on 19 February, 2014.

During the financial year 2013-14, the status of shareholders/investors complaints are as follows-

Pursuant to Section 178 of the Companies Act, 2013 it is incumbent upon every Company which consists of more than One Thousand shareholders, debenture holders, deposit holders or any other security holders at any time during the financial year to constitute a Stakeholders Relationship Committee.

Hence, the Investor's Grievance and Share Transfer Committee of the Company has been renamed as 'Stakeholders Relationship Committee' in the thBoard Meeting held on 7 July, 2014. The Committee was also reconstituted in the same meeting in compliance with the provisions of the Act and

amended Clause 49 of the Listing Agreement, comprising of the following Directors: -

Dr. Anil Jindal (Chairman)Sh. Rajesh SinglaSh. Parveen Tayal

Ms. Shweta Marwah, Company Secretary acts as Secretary of the Committee.

The Committee has been formed with a view to undertake the following: -

a. To consider and approve requests for transfers, transmissions, dematerialization/ rematerialisation and issue of fresh share certificates on replacement/sub-division/ consolidation, issue of duplicate share certificates on loss whether by theft, misplacement or otherwise;

b. To review the status of dematerialization of Company's shares and matters incidental thereto;

c. To review and monitor the approval to the transfers and transmission made by any Director under executive authority delegated to him from time to time;

d. To monitor the matters of litigation related to shareholders and take decisions relating thereto;

e. To consider, review and monitor the matters related to the shareholders grievances, and to look into the redressing of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend, etc.;

f. To consider and finalize the report on Corporate Governance to be annexed with the Annual Report of the company;

g. To deal with any other matters related and/or incidental to the shareholders.

Name Designation Category of Director No. of meetings

attended Sh. Rajesh Singla# Chairman Non-Executive Director 13 Sh. Nanak Chand Tayal* Member/Chairman Non-Executive Director 14 Sh. Jitender Kumar Garg Member Joint Managing Director 14 Dr. Anil Jindal Member Non-Executive Director 1

S. No.

Period Opening Received during

quarter Closing

1. 1st April, 2013 to 30th June, 2013 Nil Nil Nil 2. 1st July, 2013 to 30th September, 2013 Nil Nil Nil 3. 1st October, 2013 to 31st December, 2013 Nil Nil Nil 4. 1st January, 2014 to 31st March, 2014 Nil Nil Nil



14

REMUNERATION COMMTTEE (RENAMED AS NOMINATION & REMUNERATION COMMITTEE)

stAs on 31 March, 2014, the Remuneration Committee comprised of: -

Sh. Mahender Kumar Goyal (Chairman)

Sh. Praveen Sharma

Sh. Praveen Gupta

th thDuring the financial year, Two (2) Remuneration Committee Meetings were held on 18 February, 2014 and 7 March, 2014 and were attended by all the members.

The Company has changed the name of Remuneration Committee to Nomination & Remuneration Committee and reconstituted its Charter in the Board thMeeting of the Company held on 7 July, 2014 in order to comply with the provisions of Section 178 of the Companies Act, 2013.

The Nomination & Remuneration Committee comprises of following Directors:

Sh. Dilip Singh (Chairman)

Sh. Kailash Tayal

Sh. Praveen Sharma

Ms. Shweta Marwah, Company Secretary acts as Secretary of the Committee.

The role of Nomination and Remuneration Committee is as follows:

1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

2. To formulate the criteria for evaluation of Independent Directors and the Board;

3. Devise a policy of Board diversity;

4. To identify persons who are qualified to become Directors, and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and carry out evaluation of every Director's performance;

5. To approve in the event of loss or inadequate profits in any year the minimum remuneration payable to the Managing Director/Whole Time Directors within limits and subject to the parameters as prescribed in Schedule V of the Companies Act, 2013.

The Nomination and Remuneration Committee shall, while formulating the policy will ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the Company successfully;

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

Details of Remuneration

The Company pays remuneration to Executive Directors by way of Salary, Perquisites & Retirement Benefits, based on recommendation of the Committee and requisite approvals, including approvals from the Board, Shareholders and the Central Government, if necessary.

The Company pays Rs.3000/- to Non-Executive and Independent Directors by way of sitting fees for attending each meeting of the Board of Directors of the Company and Rs.1500/- for attending each committee meeting. The said fees is inclusive of all expenses of traveling/conveyance etc. for the meetings held/to be held in NCR Delhi and excluding the Boarding/lodging charges etc. for the meetings held/to be held outside NCR Delhi.



15

The details of remuneration paid/payable to Directors for the F.Y. 2013-14 are as follows:

EXECUTIVE DIRECTORS

Details of remuneration paid to Executive Directors is as follows: - (In Rs.)

th* resigned on 4 April, 2014th@ re-designated as WTD & CFO on 19 February, 2014.

NON-EXECUTIVE DIRECTORS Details of remuneration paid to Non-Executive Directors is as follows: - (In Rs.)

th*Re-designated as Non-Executive Director on 19 February, 2014th**Re-designated as WTD & CFO on 19 February, 2014

No compensation/remuneration is payable to the directors on severance of their directorship with the Company.

During the financial year, there was no pecuniary relationship or transaction between the Company and its Non-Executive Directors.

stNumber of Shares held by Non-Executive & Independent Directors as on 31 March, 2014 are as follows: -

th# Re-designated as WTD & CFO on 19 February, 2014.th*Resigned on 7 July, 2014

Name of Director Designation Total Remuneration Sh. Jitender Kumar Garg Managing Director 11, 36,628 Sh. Bishan Bansal* Whole-Time Director 6, 82,416 Sh. Rajesh Singla @ Whole-Time Director & CFO 78, 060

Name of Director Sitting Fees for attending Board

Meetings

Sitting Fees for attending Committee Meetings

Total Sitting Fees

Dr. Anil Jindal* 9,000 1,500 10,500

Sh. Nanak Chand Tayal 72,000 21,000 93,000

Sh. Rajesh Singla** 63,000 19,500 82,500

Sh. Praveen Gupta 45,000 3,000 48,000

Sh. Shiv Mohan Gupta 51,000 6,000 57,000

Sh. Kailash Tayal 48,000 6,000 54,000

Sh. Mahender Kumar Goyal 57,000 3,000 60,000

Sh. Praveen Sharma 48,000 9,000 57,000

Total 3,93,000 69,000 4,62,000

Name No. of Shares % Sh. Rajesh Singla# 8,38,000 0.42 Sh. Nanak Chand Tayal 8,81,000 0.44 Sh. Shiv Mohan Gupta* 20,000 0.0099 Sh. Shiv Mohan Gupta* (As Karta of HUF)

20,000 0.0099



16

RISK MANAGEMENT COMMITTEE

thThe Board constituted risk management committee on 7 July, 2014 consisting of the following members:-

Sh. Parveen Tayal (Chairman)Dr. Anil JindalSh. Kailash Tayal

The Committee has been formed with a view to undertake the following:

a) The committee's duties are based on 2 broad categories-risk management and governance.b) Recommend to the Board and then formally announce, implement and maintain a sound system of risk oversight, management and internal control which identifies, assesses, manages and monitors risk. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

thAccordingly, the Board in its meeting held on 7 July, 2014 constituted Corporate Social Responsibility Committee consisting of the following members: -

Sh. Rajesh Singla (Chairman)

Sh. Parveen Tayal

Ms. Kiran Arora The Committee has been formed with a view to undertake the following:

a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall include the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013;

b) recommend the amount of expenditure to be incurred on the activities referred in clause (a); and

c) monitor the Corporate Social Responsibility Policy of the Company from time to time.

4. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:-

Year Venue Day/Date Time

2012-13 “SRS Banquet” Friday/20.09.2013 11.00 A.M.

Near SRS Multiplex,

City Centre, Sector – 12,

Faridabad - 121007

2011-12 “SRS Banquet” Saturday/29.09.2012 1.00 P.M.

Near SRS Multiplex,

City Centre, Sector-12,

Faridabad-121007

2010-11 “SRS Banquet” Friday/30.09.2011 1.00 P.M.

Near SRS Multiplex,

City Centre, Sector-12,

Faridabad-121007

All resolutions moved at the Last Annual General Meetings were passed unanimously by show of hands. No special resolution was passed at the Annual General Meetings held in past 3 years.



17

No Extra Ordinary General Meeting was held during the last three financial years.

No resolution was passed through Postal Ballot during the financial year 2013-14.

5. DISCLOSURES

a) There have been no materially significant related party transactions, pecuniary transactions or relationship between the Company and its stDirectors or their relatives for the year ended 31 March, 2014 that may have a potential conflict with the interest of the Company at large.

Disclosures to this effect have also been received from the Directors of the Company. The Register of Contracts containing transactions, in which Directors are interested, is placed before the Board regularly.

Related Parties and transactions with them as required under Accounting Standard (AS-18) are furnished in Note No. 39 of the Notes on stAccounts attached with the Financial Statements for the year ended 31 March, 2014.

b) There has been no instance of non-compliance with any legal requirement nor have there been any strictures imposed by any Stock Exchange, SEBI or any Statutory Authority on any matters related to the capital market during the last three years.

c) 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.

d) 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.

e) As on date, there is no formal Whistle Blower Policy, however, the same is under consideration and no personnel has been denied access to the Audit Committee or the Board.

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

g) The Company has so far not implemented other non-mandatory requirements of Clause 49 of the listing agreement.

6. MEANS OF COMMUNICATION

The quarterly/half yearly and annual financial results of the Company are generally published in The Pioneer/Business Standard/Financial Express in English and Hari Bhoomi/Veer Arjun/Jansatta in Hindi for the information of all the Shareholders. In addition, the quarterly/half yearly and annual financial results are posted on the Group's website at www.srsparivar.com.

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.

Annual Report containing inter-alia Audited Accounts, Directors' Report, Corporate Governance Report, Management Discussion & Analysis Report and all other important information is sent to the shareholders and others entitled thereto.

7. GENERAL SHAREHOLDER INFORMATION

th a) 24 Annual General Meeting Day Thursday

th Date 28 August, 2014 Time 10:30 A.M. Venue “SRS Banquet” Near SRS Multiplex, City Centre, Sector – 12, Faridabad (NCR Delhi) - 121007

b) Financial Year st st 1 April to 31 March

Financial Calendarst th 1 Quarter Results 13 August, 2013nd th 2 Quarter Results 14 November, 2013rd th 3 Quarter Results 14 February, 2014th th 4 Quarter & Annual Results 28 May, 2014



18

c) ISIN for NSDL & CDSL

INE953I01023

d) Book Closure nd th 22 August, 2014 to 28 August, 2014 (both days inclusive)

e) Listing on Stock Exchanges

Bombay Stock Exchange Limited (BSE)th 14 Floor, P J Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai – 400 001

st f) Unclaimed Dividend as on 31 March, 2014

Amount unclaimed in Dividend Account (F.Y.2007-08) Rs.27,360/-


Amount unclaimed in Interim Dividend Account (F.Y.2008-09) Rs.5,102/-





g) Listing fees to Stock Exchanges

The Company has paid the Annual Listing Fees to the above Stock Exchange for the Financial Year 2014-15.

h) Scrip Code

BSE - 533305

i) Share Price Data Bombay Stock Exchange Limited (BSE)

Month High (Rs.)

Low (Rs.)

No. of Shares

April, 2013 41.95 40.15 38,72,056 May, 2013 41.45 40.65 51,11,402 June, 2013 41.05 40.70 42,40,399 July, 2013 45.00 40.70 38,74,375 August, 2013 41.00 35.00 31,81,530 September, 2013 38.50 36.45 42,82,151 October, 2013 41.00 37.00 44,47,470 November, 2013 42.25 35.10 30,25,102 December, 2013 37.60 35.70 37,25,305 January, 2014 37.30 36.50 47,96,623 February, 2014 38.10 36.80 46,44,714 March, 2014 38.45 36.80 1,30,66,042

j) Registrar and Transfer Agents Beetal Financial & Computer Services Pvt. Ltd.

rd Beetal House, 3 Floor, 99, Madangir, Behind Local Shopping Centre, New Delhi – 110062 Ph. # 011-29961281-283 Fax # 011-29961284

k) Share Transfer System Investors' Service Committee is constituted to approve all the transfers, transmission, remat of shares etc. and all shares transfer/ transmission/transposition/ dematerialization is handled by our Registrar and Transfer Agent's. All the work of transfer/transmission etc. is done within the minimum stipulated time.



19

l) Distribution of shareholding

Shareholding No. of % No. of Amount %

of Nominal Value Shareholders to Total Shares In Rs. to Total

(Rs.)

Up to 5000 762 84.48 1,60,749 1, 60,749 0.0800

5001 to 10000 12 1.33 1,10,651 1, 10,651 0.0550

10001 to 20000 21 2.33 3,86,979 3, 86,979 0.1925

20001 to 30000 5 0.55 1,35,826 1, 35,826 0.0676

30001 to 40000 5 0.55 1,70,950 1, 70,950 0.0850

40001 to 50000 3 0.33 1,42,000 1, 42,000 0.0706

50001 to 100000 13 1.44 9,39,333 9, 39,333 0.4673

100001 and above 81 8.98 19,89,69,512 19, 89, 69,512 98.9819

TOTAL 902 100.00 20,10,16,000 20, 10, 16,000 100.0000

m) Dematerialization of Shares st As on 31 March, 2014 – 20,00,29,849 shares equivalent to 99.51% were held in demat form.

n) There has been no outstanding GDRs/ADRs/warrants or any convertible instruments.

o) Custodial Fees to Depositories

The Company has paid the annual custodial fees for the financial year 2014-15 to Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

p) Secretarial Audit

As stipulated by SEBI, a Company Secretary in Practice conducts the Secretarial Audit of the Company for the purpose of reconciliation of total admitted capital with the depositories i.e. NSDL and CDSL, and the total issued and listed capital of the Company.

q) Request to Investors

i) 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.

ii) All requests and other communications/correspondence should be sent at the Company's Registered Office at: -

Ms. Shweta Marwah

Company Secretary

SRS Real Infrastructure Ltd.th SRS Tower, 7 Floor,

Near Metro Station Mewla Maharajpur,

G. T. Road, Faridabad (NCR Delhi) – 121003

Ph. # 0129-4323117

Fax # 0129-4323105

Email: [email protected]

8. CODE OF CONDUCTS

a. Code of Conduct for Prevention of Insider Trading & Corporate Disclosure Practice

The Company has implemented Code of Conduct for Prevention of Insider Trading & Corporate Disclosure Practices to prohibit the purchase/sale of shares of the Company by employees in possession of unpublished price sensitive information pertaining to the Company. The Policy and the procedures are periodically communicated to the employees who are considered as insiders. Further, they have been well intimated in advance about the closure of trading window, whenever required.



20

b. Code of Business Conduct & Ethics

The Code of Business Conduct & Ethics is applicable to all the 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 a p p l i c a b l e st code of conduct for the financial year ended 31 March, 2014. The declaration to this effect signed by the Chairman (Non-Executive) and Managing

Director of the Company forms part of this report as Annexure - A.

Place: FaridabadthDate: 7 July, 2014


DIN: 00088125



DIN: 00005585



21

ANNEXURE - A

Declaration Affirming Compliance of provisions of the Code of Conduct

This is to certify that pursuant to Clause 49(I) (D) of the Listing Agreement, the Board of Directors has adopted a Code of Conduct for its members and stSenior Management personnel and that they have affirmed having complied with the said Code of Conduct for the financial year ended 31 March, 2014.

Place : FaridabadthDate : 7 July, 2014





22

Certificate from Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance

To The Members SRS Real Infrastructure Ltd.

st I have examined the Compliance of conditions of Corporate Governance by 'SRS Real Infrastructure Ltd.” (the Company) for the year ended 31March, 2014 as stipulated in Clause 49 of the Listing Agreement.

The Compliance of conditions of Corporate Governance is the responsibility of the Company's management. My examination has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clause.

In my opinion and to best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement.

SAVITA TREHANCOMPANY SECRETARY

2378, SECTOR-16,FARIDABADPH. NO. 4015880, 40748809811193880

Place : FaridabadthDate : 7 July, 2014

(Savita Trehan)Company Secretary

C.P. No. 2569



23

Certifications by Chairman, MD & CFO of the Company

We, Anil Jindal, Chairman, Jitender Kumar Garg, Managing Director and Rajesh Singla, WTD & CFO, of 'SRS Real Infrastructure Ltd.', to the best of our Knowledge and belief, certify that:

1. We have reviewed the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement along with all the Notes for the year and to the best of the our knowledge and information:

(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 policy 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 : FaridabadthDate : 28 May, 2014


(Rajesh Singla)WTD & CFO




24

Management's Discussion & Analysis

The Indian Economy

The Indian economy's growth curve over the last few years resembles an inverted bell curve. From a steep 9% plus growth rate and seemingly unstoppable, it quickly changed tracks in the blink of an eye and fell below the 5% mark shocking everyone alike.

This transition from euphoria to a screeching slowdown took place in just a matter of 4 years. Several factors were at play, and it looked as if they joined hands with one another to make their impact rather hard-hitting. From the heady 9% growth rate in 2010, we are now hovering at about 4.8%.

So what led to such a slowdown so quickly? It was a mix of global and domestic factors, and the administrators' lack of ability to either prepare for them or help soften the landing.

At the global level, the growth has been rather tepid, marked by enough nervous signals. While the US economy showed some signs of early stability, it rocked the boat in global markets by tapering the money it was infusing into the American system, which found its way into countries such as India for investment purposes. Many of the European economies too were shaky, and China, the eternal growth engine was rumbling. All this led to poor sentiments and nervous bankers. This was also partly the reason why the capital inflow into India reversed and saw a dollar exodus and plunging stock indices. The Rupee as a currency weakened significantly, throwing the financial system into a mess. Expensive imports, rising fuel bills and attractive exports in the face of subdued demand did little to help.

On the domestic front too, governance was under pressure. Critical projects kept on awaiting clearances and developmental proposals were pushed into deep freeze. The result of this was catastrophic: potential investments did not come into the system, productivity did not rise, few new jobs were created and infrastructural development fell way behind requirements. This landed the entire economy in a marshy spot, marked by stagnation of sorts.

All eyes are now on the new government. To put things back on the track will need sound decisions backed with sound and timely executions. The good part is that thanks to the last 2-3 challenging years, significant corrections took place in the background, which means that the economy can be jumpstarted soon. Equally importantly, we as an economy are far more prepared for the fed tapering, and it will thus have a minimal impact now on our financial systems, capital markets and investments.

It is clear that to regain the growth momentum, strong focus is required on the fundamentals: infrastructural investments and development, education and healthcare. The captains of the country also need to reenergize the core sectors of the economy, especially the mining and manufacturing sectors that are likely to see a contraction of 1.9% and 0.2% respectively in FY 14.

If the new government is able to get on the right course, problems pertaining to political uncertainty and bureaucratic delays will start being addressed. This in turn will also effectively tackle the issues of weak consumer demand and high inflation and also trigger project clearances and subsequent investments that will have a cascading impact on the entire economy.

So while the last few quarters have been challenging on various fronts, there is enough evidence that the coming times will see a phase of high growth, investments, exports and demand generation coupled with greater infra development, lower inflation and currency volatility. It is important to realise that the fundamentals of the Indian economy are still good, and with factors such as low median age, large competent population, rising economic prosperity and migration to urban centres ensure that things from the long-term perspective are rather good.

The Indian Real Estate Industry

The overall tepid economy left no sector untouched, and as a result, the Real Estate Industry too witnessed a subdued FY 14. Factors such as the economic slowdown, rising input costs in construction, poor sentiments, high interest rates etc. exerted a downward pressure on the industry in general. According to a report by Cushman and Wakefield, investments in Indian Real Estate industry dropped by 65% in 2013, with investments in office space declining by 77%. As a result, real estate companies are seeing fewer takers for their projects, fewer new launches, lower investor participation and increasing pressures on revenues and profitability. Inventories in erstwhile brisk markets are building up. As per estimates, Mumbai has a build-up of 40 months of inventory, or about 2.5 lacs homes. Delhi NCR fares better though with about 15-21 months of inventory. Under normal circumstances, a good benchmark is to have about 8-10 months of inventory, and this sets the picture in place.

However, it will be best to view this as a passing phase. In country like India, which is densely populated, is seeing rapid urbanization mode and has strong growth fundamentals, the demand for residential and commercial spaces is bound to make a smart comeback.



25

However, the reality of the moment also is that the challenges posed by environmental factors are weighing down the industry. One core issue is the overall economic slowdown and limited increase in disposable incomes because of which people are not confident in going ahead with high-ticket deals such as real estate. Another reason for the weak consumer demand is the high interest rate regime that has made cost of loans expensive beyond the comfort levels for most buyers. Together, these two factors have been the biggest dampeners for the industry. Other factors that have been spoilers include high inflation levels, liquidity crunch and costly debt.

However, if this was not enough, the rising input costs have spoiled the party too. Over the last two years, input costs such as construction, labour and debt have increased by almost 40%, and this is a very tricky situation. Consider this: there is a slowdown of new launches, there is an inventory of unsold units in many pockets and the most logical move would be to reduce prices to spur demand. However, this is not possible because of the huge surge in the input costs over the last 2-3 years – consequently, most developers can't reduce the prices even if they want to.

The result of all this translates into low demand from end users because of high prices, subdued business confidence and significantly lower participation from the investor community. This explains the weak sales, low absorption rates and reduced new launches. While the demand may be subdued, residential real estate prices are certainly still at a high, though a fair amount of correction has been seen in the secondary markets.

This is strange for an industry where the shortage of housing units stands at about 26 million units. However, it is easy to understand why, since most of this is for the super affordable housing segment, which may not be an easy or viable business option for many developers.

How have these affected the real estate players in general? Well, because of all these factors, many players have witnessed falling unit sales, static revenues and EBITA margins. New launches have moderated and the sale of fresh residential units has seen a downward trend in a major portion of 2013-14.

However, the developers are doing their bit to make buying homes a more attractive proposition by introducing schemes such as flexible payment plans. They come in a host of configurations: the 15:75:10 schemes for instance allows people to book an apartment by paying just 15%, with the banks paying the 75% and the buyer eventually paying 10% near possession time. Here, the interest load is borne by the developer until possession and EMIs for the buyers start after possession. Similarly, on offer are Assured Rental schemes and Buyback options. Overall, this has offered the buyers a choice of payment options, and this has certainly helped to trigger additional sales in an otherwise dull market.

However, there are corridors of real estate, which are less leveraged in terms of pricing as on date, such as the Greater Faridabad region. Massive development, affordable residential and commercial prices, superb connectivity with Delhi, Gurgaon and Noida are factors that make it an attractive destination. Similar such corridors are looking promising today and buyers are looking at them with interest. Smart players who have exposure in such areas will surely fare better than the others.

Things are a bit challenging on the commercial property side of things as well. Just as the residential market has become a buyer's market, the commercial segment is an occupiers market. Slow economic growth has meant reduced hiring and slower expansions, leading to muted demand in this sector. The residential sector therefore, fares better than the commercial sector.

However, this is not to say that that there is no positive news in the industry.

In fact, there has been a good demand for properties in a near completion stage or those offered for possession – these were lapped up by buyers as they meant confirmed or immediate deliveries without any construction delays. Another interesting thing was the increasing attractiveness of Tier II and III cities, which offer lower land costs, high absorption rates and high disposable incomes. This will be particularly true for towns that are satellites to larger cities and metros.

Private equity has been looking at the residential property segment with high interest because they know that the long-term fundamentals are spectacular, and because this space allows easy and rewarding exit options. Many top fund houses have a good exposure in mid-segment housing space.

Also of interest is the recent move by SEBI to introduce REITs or Real Estate Investment Trusts, which will help small investors as well to participate in the real estate industry. This move will bring about greater fund flow into the system, benefitting the developers, investors as well as the buyers.

The best news is that the attractive industry fundamentals are intact. A surging urban population with rising incomes, double income households, nuclear families and a keen desire to have one's own housing at a relatively younger age and an economy that is set to touch higher growth rates – all these factors will lead to sustained demand for the housing segment. With greater connectivity, fast infrastructural development and siring prosperity, tier II and III cities will open up big, new markets for the industry. New segments such as theme based housing, service residencies, homes for the affluent senior citizens etc. will also create growth avenues.

Small wonder then that the real estate sector is tipped to post revenue of USD 180 billion by 2020, from the current approx. USD 75 billion. It therefore, is an exciting time to be in this space – especially for players who are diligent, have tightly run projects in the right areas and know what the needs of today's customers are.



26

Business Overview

It is a testimony to your Company's management, market understanding and consumer focus that it is fortunate to be reporting good operational progress in the realm of a challenging business environment. Almost all of its projects have progressed very well, recording either fast-paced construction or project completion or offers of possessions to the buyers. Following is a brief overview of the same.

Project No. of Flats Current Status Occupation Certificate

Possession Taken by Owners

Families Shifted

SRS Residency Sector-88, Greater Faridabad

1040 Possession handed over for 12 Towers 1 Tower under construction

Received for 12 Towers (1008 Flats)

835

(91 units retained by the Company)

450

SRS Royal Hills Sec-87, Greater Faridabad

1257 Possession handed over for 5 Towers. 7 Towers under construction

Received for 5 Tower (546 Flats)

211

(9 Units retained by the company)

2

SRS Pearl Floor Sec-87, Greater Faridabad

920 Possession handed over for 5 Towers 3 Towers under construction

Received for P1 to P5 (640 Flats)

483 150

SRS Pearl Floor Sec-88, Greater Faridabad

92 Under Construction

NA NA NA

SRS Pearl Heights Sec-87, Greater Faridabad


NA NA NA

SRS Royal Hills PH-2, Sector-87, Greater Faridabad


NA NA NA

SRS Pearl Sec-5, Palwal


NA NA NA

SRS Royal Hills, Sector-26, Rewari


NA NA NA



27

Construction is in full swing at all the projects. Work at SRS Nest Hotel & Resort too is coming along nicely. With a view to add significantly to the speed, quality and consistency of construction, special initiatives have been implemented for maximum mechanization. This includes 2 tower cranes, 2 concrete batching plants, 5 mini concrete batching plants and a field laboratory. This quality of planning and on-ground deployment will reflect amply in the way this project takes shape in the coming times.

All other projects are recording good progress too. The residencies in Palwal and Bhiwadi are witnessing active construction activity while Occupation Certificate has been received post part-completion of development work at the Company's plotted colony project at Kurukshetra – this covers 44 acres out of a total of 54 acres. SRS Tower has come up impressively, with many corporates ranging from BPOs to pharma to technology setting up offices in this landmark corporate junction.

All these developments spanning project development and completion, receipt of completion certificate, offers of possession and actual occupation is doing a world of good to brand SRS as well as to its customers. SRS today has built a solid reputation as a Company that is known for meeting commitments and making timely and & quality delivery – hence, it is a brand preferred by end-users and investors alike.

It is perhaps because of this very reason that the Company has a limited inventory across most of its projects, in sharp contrast to many other players in the market. This signifies the great trust it enjoys amongst buyers. It also points to the fact that while the markets may be sluggish, the Company has already captured the benefits of the previous peaks, and has in a great measure, managed to insulate itself against the low overall sentiment seen across the industry today.

Going forward, the Company intends to focus on quality construction, timely delivery and customer orientation to continue building SRS as a gold standard in the geographies it operates in, creating masses of happy customers in the process.

Human Resources

While real estate is all about grand structures and fine apartments, the real movers of the Company are not large cranes or excavators or concrete mixers, instead it is the thinking resource i.e. human capital. This single resource holds the power to multiply the power of every other tangible and intangible resource.

Hence, your Company treats HR with the due importance it deserves. Add to this the complex tasks and roles involved from construction of structures to sourcing of raw material to finalization of fitment supplies to attracting & managing customers to building a strong brand – this makes the recruitment and nurturing of quality talent a key objective for your Company. The fact that the value chain comprises architects and engineers on one extreme, and contractors and labourers on the other, makes your Company's HR functions a large and varied mandate, with huge responsibilities as the principal employer.

The fact that yours is Company of choice amongst job seekers is clear from the fact that during fiscal 2013-14, it received around 793 employment applications. Out of this, approximately 246 were interviewed and 32 job offers were made. Moreover, very large number of contractors has deployed their qualified engineering staff and skilled and unskilled manpower.

The Company's responsible HR professionals understand the challenge of this task very well, and have established strong systems for identification, recruitment and development of talent, and adherence to all rules, regulations and policies pertaining to responsibilities on this front. With this in place, the Company is happy to state that its employees work in an empowering environment, with matters pertaining to their comfort, health and security well taken care of.

Safety of such a precious resource is a must and hence your Company has invested in measures such as Health Insurance and Group Accidental policy to protect them from potential mishaps.39 employees and 58 dependents were covered under the Group Medical Insurance and Group Personal Accidental Insurance Policy, with tie-ups with good hospitals for a hassle free service.

Your Company has also migrated to a set of paperless and efficient HR processes for mobilization of leaves, attendance and performance management system. This was delivered through a comprehensive HR Portal that was introduced in to the system in FY 14.



28

Information Technology

Over the years, technology has become an important element and ingredient in the world of business, impacting enormously on business activities in every aspect. Technology is revolutionized the way companies conduct business nowadays. Present Trend of Usage of Internet on mobile devices (Smartphone & Tablets) leverage the potential for a great deal of business opportunities.

We have diversified businesses under the umbrella of SRS Group and seamlessly managed through effective I.T. Infrastructure and Industry Standard Application, We use array of Tailor made Application for varied business needs in diverse segments. It helps not only for business transaction but to manage, control and optimize business needs to optimum level.

Communication and Surveillance Tools contributes towards Security, Controlling and Monitoring of all aspect of Business. VLAN, VoIP and Surveillance Tools makes Virtual presence is reality at any location at any point of Time. Through Secure VPN all sites are interconnected to perform immaculately transaction of trade.

More than 100 Business servers are enforced to facilitate business at 60+ Locations in various field with enlightening speed. To fulfil the requirement of 1000+ Back Office Manpower Strength Data Centre is in place at SRS Tower and connected through 12 Radio Frequency Tower. All Infrastructure and Applications are managed by Agile Team of I.T. along with Technology Associates. Robust Security is the Top most priority in our organization. To achieve the same we use Top of the Lot Firewalls, best of Anti-Virus, redundancy and Authorization Matrix at each Level.

We believe in constant upgrade of Technology and Invest wisely to utilize the true potential of technology to provide stability to business. We use innovative approach to provide edge to business over competitors.

Internal Control Systems and their adequacy

The Company has an effective and reliable internal control system which is complimented by the Code of Business Conduct binding all its employees to achieve high standards in Corporate Governance. The internal control system is designed to ensure quality and reliability of underlying processes in achieving operational efficiency, reliability of financial data and safeguarding of assets.

The internal controls are designed to ensure the governance of the SRS Real Estate standards and processes in key control areas of sales, purchasing, materials management, human resources and authorization management.

The efficacy of internal checks and control systems are verified during internal audits and reviewed by the Audit Committee. The scope of internal audit is oriented towards mitigating or eliminating risks in business processes.

Cautionary Statements

Statements in this Management Discussion and Analysis Report describing Company's objectives, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual Results might differ substantially or materially from those expressed or implied. Important factors that could influence the Company's operations include global and domestic financial conditions, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.



DIN: 00088125



DIN : 00005585



29

Independent Auditor’s Report

To,The Members,SRS Real Infrastructure LimitedFaridabad

Report on the Financial Statements

We have audited the accompanying financial statements of SRS Real Infrastructure Limited (“the company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

th(“the Act”) read with General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 March 31, 2014;

b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(2) As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) 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;

c) the Balance Sheet, Statement of Profit and Loss and, Cash Flow Statement dealt with by this Report are in agreement with the books of account;



30

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and, Cash Flow Statement comply with the Accounting Standards th referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13 September,

2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For S S Kothari Mehta & Co. Chartered Accountants Firm Reg. No. 000756N

Yogesh Gupta Partner Membership No.093214 Place : Faridabad Date : May 28, 2014

For Naresh Jai & Associates Chartered Accountants Firm Reg. No. 019082N

Naresh Goyal Partner Membership No.501487



31

Annexure To The Auditor's Report

(The Annexure referred to in paragraph (1) in “Report on Other Legal & Regulatory Requirements” of our report to the members of SRS Real stInfrastructure Limited on the accounts for the year ended 31 March 2014)

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

(b) As explained to us, the management has carried out physical verification of its fixed assets during the year. In our opinion the frequency of such verification is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification as compared to the books of account.

(c) Fixed assets disposed off during the year were not substantial and therefore, do not affect the going concern assumption.

(ii) (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion & on the basis of our examination of the inventory records, the Company is maintaining proper records of inventory and no material discrepancies have been noticed between the physical stock and the book records.

(iii) (a) As per information and explanations given to us, the Company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 96,123,536 and the year-end balance of loan granted to such company was Rs. Nil.

(b) In our Opinion, the rate of interest and other terms and conditions on which such loan was given are not prima facie prejudicial to the interest of the company.

(c) During the year, amount of loan granted was repaid. Hence, the provisions of Clause 4(iii) (c) & (d) of the Order are not applicable to the company.

(d) The Company has taken loans from three Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 273,624,829 and the year-end balance of loan taken from such parties was Rs.150,787,821.

(e) In our Opinion, the rate of interest, and other terms and conditions on which such loan was taken are not prima facie prejudicial to the interest of the company.

(f) In respect of Loan taken, the principal amounts are repayable on demand and since such loans have not been demanded, in our opinion, payment of the principal amount and interest is regular.

(iv) In our opinion and according to the information and explanations 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 business for the purchase of fixed assets and for the sale of goods and services. However, the internal control system for purchases of inventory needs to be strengthened.

(v) (a) According to the 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 read together with our comments in para (iv) above.

(vi) In our opinion, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) According to the information and explanations given to us, the company has an internal audit system, the scope and coverage of which, in our opinion, requires to be further enhanced to commensurate with the size and nature of its business and activities.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the act in respect of company's products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made detailed review of the cost records with a view to determine whether they are accurate or complete.

(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, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it except slight delay in few cases.

(b) According to information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, st Service Tax, Custom Duty, Excise Duty and Cess were in arrears as at 31 March 2014 for a period of more than six months from the date they

became payable except Advance tax of Rs. 4,166,080.



32

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

(x) The company has no accumulated losses at the end of the financial year. Further, the company has not incurred cash losses during the current financial year and the immediately preceding financial year.

(xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to bankers and financial institutions. The Company did not have any outstanding debentures during the year.

(xii) In our opinion and according to the information & explanations 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. Hence, 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 information and explanations given to us, the terms and conditions on which the company has given corporate guarantee amounting to Rs. 3,764,900,000 for loans taken by 2 companies from banks or financial institutions are not, prima facie, prejudicial to the interest of the company.

(xvi) On the basis of records made available and according to information and explanations given to us, the company has applied its term loans for the purposes 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 explanation given to us, company has not made preferential allotment to any party covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Hence, clause 4 (xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture. 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 way of public issue. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

(xxi) Based upon the audit procedure performed for the purpose of reporting the true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Name of the Statute

Nature of Dues

Amount (Rs.)

Period for which the amount relates

Forum where dispute is pending

Sales tax Act Sales Tax 714,308,757 2010-11 High Court of Punjab &

Haryana

For Naresh Jai & Associates Chartered Accountants Firm Reg. No.

For S S Kothari Mehta & Co. Chartered Accountants Firm Reg. No. 000756N Yogesh Gupta Partner Membership No.093214 Place : Faridabad Date : May 28, 2014



33

Naresh Goyal

Partner

Membership No.501487

EQUITY AND LIABILITIESShareholder's funds

Share capital 3 201,016,000 201,016,000 Reserves and surplus 4 1,998,307,961 1,958,381,140

2,199,323,961 2,159,397,140

Non-current liabilitiesLong-term borrowings 5 585,481,084 570,751,284

Deferred tax liability (net) 6 23,234,838 8,535,853

Other long term liabilities 7 19,597,696 73,160,310

Long-term provisions 8 1,479,482 1,095,186

629,793,100 653,542,633 Current liabilities

Short-term borrowings 9 1,177,360,012 1,077,349,239

Trade payables 10 318,363,537 293,332,446

Other current liabilities 11 984,589,129 1,358,798,146 Short-term provisions 12 9,787,719 50,736,573

2,490,100,397 2,780,216,404

Total 5,319,217,458 5,593,156,177

ASSETS

Non-current assets

Fixed assets

Tangible assets 13.1 437,981,579 374,760,475

Intangible assets 13.313.2

5,767,516 6,417,144

Capital work in progress 269,825,173 223,894,466

713,574,268 605,072,085 Non-current investments 14 1,659,950,890 1,450,951,603

Long-term loans and advances 15 18,534,382 15,564,410

Other non-current assets 16 38,524,924 52,118,976

2,430,584,464 2,123,707,074

Current assets

Inventories 17 1,052,705,636 1,244,777,013

Trade receivables 18 1,346,343,688 1,571,212,229

Cash and bank balances 19 140,683,510 98,147,666

Short-term loans and advances 20 239,906,473 485,908,038

Other current assets 21

2

108,993,687 69,404,157

2,888,632,994 3,469,449,103

Total 5,319,217,458 5,593,156,177

PARTICULARS Note No. As at

March 31,2014As at

March 31,2013

Balance sheet as at March 31, 2014 Amount in `

Significant Accounting Policies

The accompanying notes 1 to 45 form an integral part of the financial statements

As per our report of even date attached

For S S Kothari Mehta & Co.Chartered AccountantsFirm Reg. No. 000756N

(Yogesh Gupta)PartnerM.No. 093214

Place : FaridabadDate : May 28, 2014 (Shweta Marwah)

Company SecretaryM.No. 18730

For Naresh Jai & AssociatesChartered AccountantsFirm Reg. No. 019082N

(Naresh Goyal)PartnerM.No. 501487

For and on behalf of the board of directors


DIN : 00088125


DIN : 00009745


DIN : 00005585



34

2

PARTICULARS Note No. For the year ended

March 31,2014For the year ended

March 31,2013

Statement of profit and loss for the year ended March 31, 2014 Amount in `


The accompanying notes 1 to 45 form an integral part of the financial statements

REVENUE

Net revenue from operations

Gross revenue from operations

22 8,366,747,801

8,368,963,852

8,495,647,522

8,498,995,956

Other income

Less: Excise Duty

23 27,294,033

2,216,051

17,120,877

3,348,434

Total Revenue 8,394,041,834 8,512,768,399

EXPENSES

Cost of materials consumed 24 62,738,512 98,150,428

Cost of sale of developed properties 25 560,139,623 1,017,460,609

Purchase of stock-in-trade 26 7,555,370,899 7,129,117,350

Change in inventory 27 (244,416,060) (57,887,683)

Employee benefits expense 28 19,505,941 15,302,398

Financial expenses 29 226,576,978 134,194,391

Depreciation and amortisation expenses 30 16,557,686 9,436,650

Other expenses 31 138,723,346 84,998,085

8,335,196,925

8,430,772,228

Profit before tax 58,844,909

81,996,171

Tax expense :

Current tax 11,862,599

27,194,423

Deferred tax 14,698,984

3,334,118

MAT credit entitlement (5,789,559)

-

Earlier year tax (1,853,936)

11,120

Total tax expense 18,918,088

30,539,661

Profit for the year 39,926,821

51,456,510

Earning per share

Face value per equity share (in Rs.) 1.00

1.00

Basic & diluted (in Rs.) 32 0.20

0.26










DIN : 00088125


DIN : 00009745


DIN : 00005585



35

PARTICULARSFor the year ended


March 31,2013

Cash Flow Statement for the year ended March 31,2014

Amount in `

A Cash flow from operating activitiesProfit before taxAdjustments for:

Depreciation and amortizationFixed assets written offBad debtsProvision for doubtful debtsLoss in joint ventureLoss / (profit) on sale of fixed assetsInterest expenseInterest income

Operating profit before working capital change

Adjustments for:(Increase)/ decrease in trade receivables(Increase)/ decrease in short-term loans and advances(Increase)/ decrease in long-term loans and advances(Increase)/ decrease in other current assets(Increase)/ decrease in other non-current assets(Increase)/ decrease in inventories(Decrease)/ increase in trade payables(Decrease)/ increase in long term liabilities(Decrease)/ increase in other long term liabilities(Decrease)/ increase in short term liabilities(Decrease)/ increase in other current liabilities

Cash (used in)/from operations

Direct taxes paid

Net cash flow (used in)/from operating activities

B Cash flow from investing activities(Purchase) of fixed assetsProceeds from sale of fixed assets(Purchase) of investment in subsidiary(Purchase) of investment in associateInterest received

Net cash flow from/ (used in) investing activities

C Cash flow from financing activities

Proceeds from long term borrowingsRepayments of long term borrowingsProceed from short term borrowing (net)Dividend and dividend tax paid thereonInterest paid

Net cash flow from/ (used in) financing activities

Net increase/ (decrease) in cash and cash equivalent (A+B+C)

Cash and cash equivalent at the beginning of the yearCash and cash equivalent at the end of the year

Net increase/ (decrease) in cash and cash equivalents

58,844,909

16,762,271 -

296,146 (884,433)

- 1,907,672

328,633,540 (21,811,995)

383,748,110

225,456,831 246,001,565 (2,969,972)

(65,464,361) 13,594,052

270,912,091 25,031,091

384,296 (53,562,614)

5,778,256 (540,052,267)

508,857,078

(27,428,347)

481,428,731

(257,515,220) 51,502,381

(150,626,097) (58,373,190)

15,521,526

(399,490,600)

236,684,805 (50,128,757)

100,010,772

(23,517,867) (334,616,540)

(71,567,587)

10,370,544

63,147,810 73,518,354

10,370,544

81,996,171

9,436,650 1,786,730

249,980 6,000,000 4,334,372

601,888 252,935,302 (15,586,843)

341,754,250

(360,663,281) (194,024,279)

71,700,200 (48,597,411) (25,206,476) 550,303,008 24,687,390

186,351 4,160,310

(17,446,919) (94,498,014)

252,355,129

(39,083,537)

213,271,592

(467,080,409) 1,090,002

(76,500,001) -

21,631,586

(520,858,822)

264,706,187 (29,525,879)

378,292,850

(23,362,582) (247,161,486)

342,949,090

35,361,860

27,785,950 63,147,810

35,361,860










DIN : 00088125


DIN : 00009745


DIN : 00005585



36

Summary of significant accounting policies and other explanatory notes

1 Overview of the Company

SRS Real Infrastructure Limited (‘SRIL’ or the ‘Company’), was originally incorporated as Private Limited Company in the name & style of “Manu Leasing Private Limited” with the Registrar of Companies, NCT of Delhi & Haryana vide Certificate of Incorporation dated June 26, 1990. Subsequently, the Company was converted into Limited Company vide fresh Certificate of Incorporation dated December 30, 1994. Further the name of the Company was changed to “Manu Finlease Limited” pursuant to a fresh Certificate of Incorporation dated March 9, 1995 and again changed to “Manu Leasing Limited” on November 19, 1997. Subsequently, the name of the Company was changed to “SRS Real Infrastructure Limited” vide fresh Certificate of Incorporation dated March 28, 2007. The Company operates as a real estate developer primarily covering residential and commercial projects. The operations of the Company span all aspects of real estate development, from the identification and acquisition of land, to the planning, execution and marketing of the projects. The Company is also into trading of building material and manufacturing of RMC. The Company’s registered office is situated at SRS Multiplex, Top Floor, City Centre, Sector-12, Faridabad-121007.

2 Significant accounting policies

2.1 Basis of accounting

The financial statements are prepared under historical cost convention, on accrual basis, in accordance with the generally accepted accounting principles in India and to comply with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government in exercise of the power conferred under sub-section (I) (a) of section 642 of the Companies Act, 1956 (the ‘‘Act’’), the relevant provisions of the Act and other pronouncements of Institute of Chartered Accountants of India (ICAI) to the extent applicable. All assets and liabilities have been classified as current or non-current, as per the operating cycle, wherever applicable, of the Company or other criteria, as per the guidance set out in the Revised Schedule VI to the Companies Act, 1956.

2.2 Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the date of the financial statements and the results of operations during the reporting periods. Although these estimates are based upon management’s knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognised in the current and future periods.

2.3 Revenue recognition

a. Revenue from sale of land and plots (held for resale) is recognised 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 a certainty of realisation of the consideration.

b. Revenue from sale of constructed properties is recognised on the “Percentage of Completion method” of accounting. Sale consideration receivable as per the allotment letters/agreements to sell entered into for constructed properties is recognised as revenue on the basis of percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred being 25 per cent or more of the total estimated project cost. Project cost includes cost of land (including development rights), government charges, construction costs and development/ construction materials of such properties, estimated internal development charges, external development cost. The estimates of the saleable area and costs are reviewed periodically by the management and any effect of changes in estimates is recognised in the year such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognised immediately.

With effect from April 01, 2012 in accordance with the Revised Guidance Note issued by Institute of Chartered Accountants of India (“ICAI”) on “Accounting for Real Estate transactions (Revised 2012)”, the Company revised its accounting policy of revenue recognition for all projects commencing on or after April 01, 2012 or project where the revenue is recognised for the first time on or after the above date. As per this guidance note, the revenue have been recognised on percentage of completion method provided all of the following conditions are met at the reporting date.

i. atleast 25% of estimated construction and development costs (excluding land cost) has been incurred,

ii. atleast 25% of the saleable project area is secured by the Agreements to sell/application forms (containing salient terms of the agreement to sell)

iii. atleast 10% of the total revenue as per agreement to sell are realised in respect of these agreements

iv. all critical approvals necessary for commencement of the project have been obtained.

c. Revenue from sale of traded and manufactured goods is recognised upon transfer of significant risks and rewards incident to ownership and when no significant uncertainty exists regarding realisation of the sale consideration. Sales are recorded net of sales returns, rebates, trade discounts and price differences and are inclusive of excise duty.

d. Interest income, other than interest recovered from the customers, is accounted for on time proportion basis taking into consideration the amount outstanding and rate applicable

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

f. Revenue from rental contracts is recognised on pro rata basis over the period of contract as and when services are rendered.

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



37

2.4 Unbilled receivables

Unbilled receivables represent revenue recognised based on ‘Percentage of Completion Method’ as per policy 2.3 (b) which are not due from customers as per the payment plan agreed with the customers.

2.5 Fixed assets Tangible assets

Fixed assets are stated at historical 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. upto 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.

Fixed asset under construction is carried at cost, comprising direct cost, related indirect expenses and interest on borrowings to the extent attributed to them.

Intangible assets

Intangible assets are recognised as per the criteria specified in Accounting Standard -26 “Intangible Assets” and are stated at the consideration paid for acquisition.

2.6 Depreciation/ amortisation

Depreciation on fixed assets is applied on straight-line basis as per the rates and manner specified in Schedule XIV to the Companies Act, 1956 on pro-rata basis. Depreciation on fixed assets costing upto Rs.5,000/- is provided @100% over a period of one year.

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

Depreciation on leasehold improvements is charged over the period of lease or estimated useful life, whichever is lower.

2.7 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 statement of profit and loss in the year in which incurred.

2.8 Impairment

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the Statement of Profit and Loss.

2.9 Investments

Investments are classified as current or non current, based on management's intention at the time of purchase. Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as non current investments.

Trade investments are the investments made for or to enhance the Company's business interests.

Current investments are stated at lower of cost and fair value determined on an individual investment basis. Non Current investments are stated at cost and provision for diminution in their value, other than temporary, is made in the financial statements.

2.10 Inventory

Inventories comprise of projects in progress, developed properties, land held for resale, raw material and finished goods held for resale and are valued as under:

a. Projects in progress are valued at cost/ estimated cost or net realisable value, whichever is lower. Costs include land acquisition cost, estimated internal development costs, government charges towards conversion of land use/ licenses including external development charges, interest on project specific loans in accordance with policy 2.7 on borrowing costs and other related government charges and cost of development/ construction materials.

b. Developed properties includes the cost of land, estimated internal development costs, government charges towards conversion of land use/ licenses including external development charges, other related government charges, construction costs, development/ construction materials, interest on project specific loans in accordance with policy 2.7 on borrowing costs and are valued at cost/estimated cost or net realisable value, whichever is less.

c. Land and plots held for resale is valued at cost or net realisable value, whichever is lower. Cost is determined on the basis of FIFO method. Cost includes purchase cost and other incidental expenses.

d. Raw materials and finished goods held for resale are valued at cost or net realisable value, whichever is lower. Cost is determined on the basis of FIFO method. Cost includes purchase cost and expenses to bring it to current location.

"Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost to affect the sale.



38

Provision for obsolescence and slow moving inventory is made based on management's best estimates of net realisable value of such inventories."

2.11 Taxations Current Tax:

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

Minimum Alternate Tax (MAT) Credit:

Minimum Alternate Tax credit is recognized, as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Profit and Loss Account and shown as MAT Credit Entitlement under Loans & Advances. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

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.

2.12 Employee benefits

Expenses and liabilities in respect of employee benefits are recorded in accordance with Accounting Standard 15 Employee Benefits (Revised 2005).

a) Provident fund

The Company makes contribution to statutory provident fund in accordance with Employees’ Provident Funds and (Miscellaneous Provisions) Act, 1952. The plan is a defined contribution plan and contribution paid or payable is recognised as an expense in the period in which services are rendered by the employee.

b) Gratuity

Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation as at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to statement of profit and loss in the year to which such gains or losses relate.

c) Compensated absences

Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees. Liability in respect of compensated absences becoming due or expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of profit and loss in the year to which such gains or losses relate.

2.13 Leases

Operating lease

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are classified as ‘Operating Leases’. Lease rentals in respect of assets taken under operating leases are charged to the statement of profit and loss on a straight line basis over the term of lease.

2.14 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.

2.15 Earning per share

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.



39

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.

2.16 Segement reporting

Identification of segment

The Company’s operating businesses are organized and managed separately according to the nature of products manufactured and services provided, with each segment representing a strategic business unit that offers different products. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Inter segment transfer

The Company accounts for inter segment sales and transfers as if the sales or transfers were to third parties at current market prices.

Allocation of common costs

Common allocable costs are allocated to each segment on reasonable basis

Unallocated items

Include general corporate income and expense items which are not allocable to any business segment.

Segment policies

The company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the company as a whole.

2.17 Provisions and contingencies

The Company makes a provision when there is a present obligation as a result of a past event where the outflow of economic resources is probable and a reliable estimate of the amount of the obligation can be made.

A disclosure is made for a contingent liability when there is a :

a. Possible obligation, the existence of which will be confirmed by the occurrence/non-occurrence of one or more uncertain events, not fully with in the control of the Company; or

b. Present obligation, where it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

c. Present obligation, where a reliable estimate cannot be made.

2.18 Accounting for joint ventures

Jointly controlled entities: The Company’s investment in jointly controlled entities is reflected as investment and account for in accordance with the Company’s accounting policy of investments. (See Note No. 2.9 above)



40

250,000,000

250,000,000

201,016,000

201,016,000

PARTICULARS

PARTICULARS

Name of Shareholder

As at March 31,2014

March 31, 2014Number Rs.

March 31, 2014Number of Shares Percentage

Holding

As at March 31,2013



Holding

3 Share Capital Amount in `

Authorised

25,00,00,000 (previous year 25,00,00,000) equity shares of Re.1 each

Issued, subscribed and paidup

20,10,16,000 (previous year 20,10,16,000) equity shares of Re.1 each, fully paid

Total

250,000,000

250,000,000

201,016,000

201,016,000

3.1 Reconciliation of the equity shares outstanding at the beginning and at the end of the year

Equity shares outstanding at the beginning of the year

Equity shares issued during the year

Equity shares bought back during the year

Equity shares outstanding at the end of the year

201,016,000 201,016,000

- -

- -

201,016,000 201,016,000

201,016,000 201,016,000

- -

- -

201,016,000 201,016,000

3.2 Terms and rights attached to equity shares

The Company has one class of equity shares having par value of Re. 1 each. Each shareholder is eligible for one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing annual general meeting

During the year ended March 31, 2014, the amount of dividend per share recognised as distribution to equity holders was Rs. NIL (previous year Re. 0.10). The total dividend appropriation for the year ended March 31, 2014 amounts to Rs. NIL (previous year Rs. 20,101,600) excluding dividend distribution tax of Rs. NIL (previous year Rs. 3,416,267)

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.3 Shareholders holding more than 5% of equity share capital

3.4 The Company has not issued bonus shares, equity shares issued for considerations other than cash and also no shares has been bought back during the period of five years immediately preceding the reporting period.

BTL Holding Company Limited* #(formerly known as BTL Investments & Securities Limited )

Akriti Global Traders Limited (formerly known as Akriti Realtech Ltd.)

SRS Holdings India Limited *(formerly known as BTL Industries Limited)

117,468,062 58.44% 34,790,904 17.31%

19,898,318 9.90% 19,496,092 9.70%

- 0.00% 79,994,158 39.79%

* During the year, SRS Holdings India Limited, promoter company of the company, has been merged with another promoter company namely BTL Holding Company Limited (Formerly known as BTL Investments & Securities Limited) vide Hon'ble High court order dated 18.07.2013. Hence, during the year the company has become subsidiary of BTL Holding Company Limited.

# 1,35,00,000 (6.72%) equity of SRS Holdings India Limited has been transferred to BTL Holding Company Limited on 22.04.2014, as the same were pledged.



41

PARTICULARSAs at

March 31,2014As at

March 31,2013

4 Reserves and surplus Amount in `

Amount in `

1,760,000,000

-

1,760,000,000

12,214,240

-

12,214,240

186,166,900

39,926,821

226,093,721

-

-

-

226,093,721

1,998,307,961

1,760,000,000

-

1,760,000,000

10,927,827

1,286,413

12,214,240

159,514,670

51,456,510

210,971,180

20,101,600

3,416,267

1,286,413

186,166,900

1,958,381,140

Securities premium account

Opening balance

Add: Additions/(deletions) during the year

Closing balance

General reserve

Opening balance

Add: Additions during the year

Closing balance

Surplus in the statement of profit and loss

Opening balance

Add:- Transfer from statement of profit and loss

Amount available for appropriation

Appropriations

Proposed dividend

Dividend distribution tax

Tranfer to general reserve

Closing balance

Total

5 Long term borrowings

Secured loan *

Term loans

From banks

From financial institutions

Unsecured loan

Deferred credit payment

Public deposit

Total

* refer note no. 5.1 for other details of borrowings

445,456,234

1,339,260

446,795,494

-

138,685,590

138,685,590

585,481,084

473,372,002

-

473,372,002

3,883,185

93,496,097

97,379,282

570,751,284

PARTICULARSAs at

March 31,2014As at

March 31,2013



42

ParticularsAs at

March 31, 2014As at

March 31, 2013Particulars of security / guarantees // default

Term Loan from Bank

Syndicate Bank

Balance Outstanding - 38,996,306

Current Maturity - 38,996,306

Non-Current Maturity - -

CBI - Term Loan

Balance Outstanding 201,385,922 239,035,711

Current Maturity 36,000,000 36,000,000

Non-Current Maturity 165,385,922 203,035,711

IOB- Term Loan


Current Maturity 112,500,000 -


Canara Bank- Term Loan


Current Maturity Non-Current Maturity

105,000,000172,730,186

- 113,599,078

Terms of Repayment

PRIMARY SECURITY

Secured against land measuring 64.71 Acres in name of thecompany and M/s. Premier Infrabuild Private Limited.Hypothecation of all the existing and proposed fixed andcurrent assets of the project.

Personal guarantee of directors and corporate guarantee ofM/s. Premier Infrabuild Private Limited.

Applicable rate of interest is Base Rate+6% P.A. subject to change from time to time.

2 Equal Half-yearly installments of Rs. 31,200,000 each commencing from June 2013.

PRIMARY SECURITY

PRIMARY SECURITY

PRIMARY SECURITY

1st charge on moveable and immovable assets of company pertaining to IT Park ( Project specific assets ) viz EM of land and building at khasra no:-44//22/2.23.24/1 Village Mewla Maharajpur , 14/5 , Delhi Mathura Road Faridabad standing in the name of M/s SRS Automotive Components Private Limited (Formerly known as SRS I-Tech Private Limited), hypothecation of plant & machineries and other fixed assets of the project .

1st charge on a Trust & Retention account /Escrow account . First charge on all the movable assets (including receivables ) of the project .

1. 2011-12 - quarterly installments of Rs. 3,000,000 each



4. 2014-15 and 2015-16 - quarterly installments of Rs. 9,000,000 each



7. 2018-19 - installment of 15,000,000

4 equal quarterly installments of Rs. 112,500,000 commencing from March, 2015.

EM of land and building of IT PARK at khasra no.44//22/2.23,24/1 Village Mewla Maharajpur , 14/5 Delhi Mathura Road , Faridabad standing in the name of M/s SRS Automotive Components Private Limited. Formerly known as SRS I-Tech Private Limited. , hypothecation of plant & machineries and other fixed assets of the project Value :- Rs. 55.63 crore as on 31st March 2011.

Personal guarantee of directors and corporate guarantee of M/s. SRS Finance Limited and SRS Automotive Components Private Limited. (Formerly known as SRS I-Tech Private Limited.)

Applicable rate of interest is Base Rate+4.5% P.A. subject to change from time to time.

COLLATERAL SECURITY

1. Mortgage of project land measuring 6.643 acre situated at revenue estate of Village Padniawas, Rewari Sector 26,Haryana valued at Rs.23.77 crore(FSV) as per valuation report dated 18.01.2012 and proposed construction thereon with estimated cost of Rs. 63.30 crores.

2. Hypothecation of moveable fixed assets and current assets, including receivables of the project, tangible and intangible assets, cash and investment created as part of the project, through an escrow account.

3. A first charge on all monies lying in escrow account into which all the investment in the project and all project revenue and insurance proceeds are to be deposited.

Personal guarantee of directors.


EMT of land measuring 44 Kanal and 3 Marla i.e. 5.518 acres situated at Araji Khewat No. 80/86, Khaton No.96, Mustil N0.25,Kila No.3(7-13), 4(8-0), Kita 2,Rakba 15 Kanal 13 Marla, falling in Vaka Mauza Allhapura,Tehsil Palwal, Distt Palwal, Haryana and Araji Khewat No.80/86, Khatono N0.96, Mustil NO. 25,Kila NO.5/1(6-7),Kita 4, Rakba 28 kanal 10 Marla falling in Vaka Mauza Allhapur, Tehsil Palwal, Distt Palwal, Haryana valued Rs. 3092 lacs and construction thereon in the name of M/s SRS Real Infrastructure Limited.



4 equal quarterly installments of Rs. 100,500,000 commencing from last quarter of financial year 2014-15.

5.1 The requisite particulars in respect of secured borrowings are as under Amount in `



43

ParticularsAs at

March 31, 2014As at

March 31, 2014Particulars of security / guarantees // default Terms of Repayment

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `

Deferred tax liability arising on account of:

Depreciation

Total deferred tax liability (A)

Deferred tax asset arising on account of :

Provision for employee benefits

Provision for doubtful debts

Provision for bonus

Total deferred tax asset (B)

Deferred tax liability (Net) (A-B)

25,486,191

25,486,191

500,136

1,704,532

46,685

2,251,353

23,234,838

10,880,308

10,880,308

379,119

1,946,700

18,636

2,344,455

8,535,853

PARTICULARSAs at

March 31,2014As at

March 31,2013

7 Other long term liabilities Amount in `

Security deposit

Total

19,597,696

19,597,696

73,160,310

73,160,310

PARTICULARSAs at

March 31,2014As at

March 31,2013

8 Long-term provisions Amount in `

Provision for employee benefits*

Total

1,479,482

1,479,482

1,095,186

1,095,186

*Refer note no. 36

Amount in `

Summary

Balance Outstanding

Current Maturity

Non-Current Maturity

705,845,078 562,382,212

260,388,844 89,010,212

445,456,234 473,372,002

Secured against hypothecation of specified vehicles of the Company.

Total 1 number of vehicle loan repayable within 36 equal monthly installment.

Vehicle Loan from Others

Balance Outstanding

Current Maturity


2,306,970

967,711

1,339,259

520,094

520,094

-

Thus the aggregate amount of loan guaranteed by directors is ₹ 695,269,000 (PY ₹ 540,731,000 )

Vehicle Loan from Banks

Balance Outstanding

Current Maturity


10,575,876

6,888,844

3,687,032

21,650,893

14,013,906

7,636,988

Secured against hypothecation of specified vehicles of the company.

Applicable rate of interest is 10.24% to 12% P.A.


6 Deferred tax liabilities (Net)



44

PARTICULARSAs at

March 31,2014As at

March 31,2013

10 Trade payables Amount in `

Due to micro and small enterprises *

Due to creditors other than micro and small enterprises #

Total

-

318,363,537

318,363,537

-

293,332,446

293,332,446

* The above information 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. Further, no interest has been paid during the year and payable as on 31st March 2014 as well as 31st March 2013 to such parties.

# includes 118,000,000/- (P.Y. 121,779,059) payable to subsidiary companies. Refer note no. 39

11 Other current liabilities

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `

Current maturities of long term borrowings (Refer note no. 5.1)

Advances from customers

Advances from subsidiary companies

Interest accrued but not due on loan

Interest accrued and due on term loans

Book overdraft

Security deposit

Unclaimed dividend

Other payables

-Employee dues payable

-Statutory dues payable

-Others*

Total

261,356,556

499,352,867

150,787,821

3,332,741

-

415,679

5,224,986

196,927

2,166,689

6,997,801

54,757,062

984,589,129

89,530,306

607,742,447

166,136,986

7,308,358

2,007,383

1,127,109

11,127,466

181,101

1,230,000

5,647,884

466,759,106

1,358,798,146

* includes external development charges/ internal development charges and interest payable thereon amounting to Rs. 49,916,208 (P.Y. Rs.458,929,275)

PARTICULARSAs at

March 31,2014As at

March 31,2013

9 Short-term borrowings Amount in `

Secured loansLoan repayable on demand from banks

Cash Credit*

Unsecured loans

Public deposits

Total

845,732,791 850,508,239

331,627,221

1,177,360,012

226,841,000

1,077,349,239

* Cash credit facility from Oriental Bank of Commerce and Bank of India (under consortium arrangement) of Rs. 845,732,791 (previous year Rs. 850,508,239) is secured by first pari-passu charge on the stock in trade, book debts and all other current assets of trading division. This facility is further secured by equitable mortgage of certain immovable properties belonging to the Company and its subsidiary company, personal gaurantees of the directors and corporate guarantee of SRS Real Estate Limited and SRS Retreat Services Limited.

12 Short-term provision

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `

Provision for employee benefits (Refer note no. 36)

Others

Provision for income tax (Net of advance tax & TDS)

Proposed dividend

Provision for dividend distribution tax

Total

62,007

9,725,712

-

-

9,787,719

73,310

27,145,396

20,101,600

3,416,267

50,736,573



45

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46

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `

14 Non-current investment (Valued at cost unless stated otherwise)

In equity instruments - unquoted

Trade Investments

In subsidiary companies

SRS Retreat Services Limited

(14,675,868 (previous year 1,900,978) equity shares of Rs.10 each fully paid up)

SRS Automotive Components Private Limited

(4,422,225 (previous year 4,422,225) equity shares of Rs. 10 each fully paid up)

SRS Real Estate Limited


Auspicious Real Estate Limited

(50,000 (previous year NIL) equity shares of Rs.10 each fully paid up)

Grand Realtech Limited


Nav Nirman Realtech Limited


SRS Natural Resources Limited

(Formerly known as Arihant Dham Construction Ltd.)

(87,15,000 (previous year NIL) equity shares of Rs.10 each fully paid up)

In joint venture company

SRS Lotus Projects Private Limited


In joint venture partnership firm

SRS RMC, Gurgaon *

(ceased to be joint venture partnership firm w.e.f. 1st April' 2013)

In associate

Other Investments SRS Hitech Projects Limited


Total

* Partnership details

Partners

SRS Real Infrastructure Limited (50%)

Dalbir Singh (50%)

Total

287,851,950

159,928,750

1,060,147,000

500,000

500,000

500,000

87,150,000

5,000,000

-

58,373,190

1,659,950,890

-

-

-

222,451,950

159,928,750

1,060,147,000

-

-

-

-

4,999,900

3,424,003

-

1,450,951,603

3,424,003

3,424,003

6,848,006

(Unsecured, considered good)

Share application money pending allocation

Advance to suppliers/contractors

Security deposit

Total

-

1,416,859

17,117,523

38,524,924

38,524,924

18,534,382

100,000

-

15,464,410

52,118,976

52,118,976

15,564,410

Bank deposits having maturity more than 12 months *

(*Pledged with bank for overdraft / bank guarantee/LC facilities)

Total

15 Long term loans and advances

16 Other non-current assets



47

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `17 Inventories

(As taken, valued & certified by the management)

Projects in progress (Refer note no. 25)

Raw material

Goods held for resale

Land for resale

Building material at site

Developed property held for sale

Total

680,259,471

10,452,418

15,350,496

227,249,725

10,856,026

108,537,500

1,052,705,636

1,126,279,052

11,776,300

10,660,474

6,063,003

-

89,998,184

1,244,777,013

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `18 Trade receivables

(Unsecured, considered good unless otherwise stated)

Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good

Unsecured, considered doubtful


Other trade receivable

Total *

154,727,692

5,253,605

159,981,297

(5,253,605)

154,727,692

1,191,615,996

1,346,343,688

273,331,654

6,000,000

279,331,654

(6,000,000)

273,331,654

1,297,880,575

1,571,212,229

* includes Rs. 1,240,860 (P.Y. Rs.2,428,894) receivable from subsidiary companies and Rs. 4,339,553 (P.Y. Nil) due from entities where directors have significant interest and Rs. 5,618 (P.Y. Nil) due from associate company (refer note 39)

Cash and cash equivalent

Cash in hand

Balance with scheduled banks

Other bank balances

Upto 12 months maturity from date of acquisition*

Maturity more than 12 months but within one year from the reporting date *

Unpaid dividend account

(*Pledged with bank for overdraft / bank guarantee/LC facilities)

Total

12,419,796

61,098,558

73,518,354

37,262,478

29,705,135

197,543

140,683,510

15,022,633

48,125,177

63,147,810

4,377,924

30,440,250

181,682

98,147,666

Amount in `

Amount in `

19 Cash and bank balances

20 Short term loan and advances

PARTICULARSAs at

March 31,2014As at

March 31,2013

PARTICULARSAs at

March 31,2014As at

March 31,2013

Secured

* includes Rs. 4,024,610 (P.Y. Nil) given to entity where directors have significant interest

Advance to suppliers/contractorsUnsecured, considered good unless otherwise stated

Loans and advances to related parties

Advance to subsidiary companies

Others

Advance to collaborator for projectsCenvat recoverableAdvance to suppliers/contractors

Advance others*

Total

2,300,000

-

80,335,000 10,722,046

135,910,36010,639,067

239,906,473

-

11,340,941

135,806,290 -

329,604,4729,156,335

485,908,038



48

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `21 Other current assets

Interest accrued on fixed deposits

Prepaid expenses

Stamp paper in hand

Unbilled receivables

MAT credit entitlement

Total

9,344,341

906,981

150,000

92,802,806

5,789,559

108,993,687

3,053,872

939,798

150,000

65,260,487

-

69,404,157



49



March 31,2013

22 Revenue from operations

Gross value of sale of goods:

Developed properties

Plots and land

Traded goods

Manufactured goods

Less: Excise Duty

Net Value of sale of goods

Sale of services :

Income from facility management services

Rent

Other operating income

Total

596,753,721 941,429,368

- 83,800,175

7,626,158,280 7,320,617,406

86,224,965 130,511,898

8,309,136,966 8,476,358,847

2,216,051 3,348,434

8,306,920,915 8,473,010,413

20,816,244 1,422,471

2,459,949 5,332,500

36,550,693 15,882,138

8,366,747,801 8,495,647,522



March 31,2013

23 Other income

Opening stock

Purchases

Closing stock

Total

21,811,995

884,433

4,597,605

27,294,033

15,586,843

-

1,534,034

17,120,877



March 31,2013

24 Cost of material consumed*

Interest income

Reversal of Provision of Bad debts

Miscellaneous income

Total

*also refer note no. 44

11,776,300

61,414,630

(10,452,418)

62,738,512

7,460,452

102,466,276

(11,776,300)

98,150,428



March 31,2013

25 Cost of sale of developed properties

Project in progress in the beginning of the year

Add : cost incurred during the year

Cost of developed property

Cost of land

Construction costs

1,126,279,052

80,096,226

4,299,134

154,717,202

936,430,611

802,354,980

5,381,716

229,463,331

Amount in `

Amount in `

Amount in `

Amount in `

Building material consumed

Government charges

Personnel expenses

Finance expenses

Other expenses*

Depreciation on project assets

Project in progress transferred to Subsidiary

Project in progress at the close of the year carried to balance sheet

Cost of project charged to statement of profit & loss account

130,644,277

26,703,598

5,281,870

85,195,175

2,968,433

204,585

1,616,389,552

(375,990,458)

(680,259,471)

560,139,623

69,207,482

2,355,000

3,657,753

82,330,444

12,212,992

345,352

2,143,739,661

-

(1,126,279,052)

1,017,460,609

*includes Rs. NIL (previous year Rs. 3,963,624) related to prior period. Also refer note no 43



50



March 31,2013

26 Purchase of stock-in-trade

Purchases of land/developed properties

Purchases of goods for resale

Total

221,186,722

7,334,184,177

7,555,370,899

12,406,709

7,116,710,641

7,129,117,350



March 31,2013

27 Change in inventory

Opening stock

Goods held for resale- trading division

Land for resale


Closing stock

Goods held for resale- trading division

Land for resale


Decrease/ (Increase) in inventories

10,660,474

6,063,003

89,998,184

15,350,496

227,249,725

108,537,500

(244,416,060)

24,467,966

24,366,012

-

10,660,474

6,063,003

89,998,184

(57,887,683)



March 31,2013

28 Employee benefit expense

Salaries, wages, stipend and bonus

Contribution to provident fund and other funds

Provision for employee benefit (refer note no. 36)

Staff welfare expenses

Less: allocated to capital work in progress

Less: allocated to projects in progress

Total

23,046,549

1,122,752

375,997

812,092

25,357,390

569,579

5,281,870

19,505,941

17,135,851

814,241

235,957

774,102

18,960,151

-

3,657,753

15,302,398



March 31,2013

29 Finance expenses

Interest on:

Term loans

Cash credit/overdraft

EDC/IDC

others (also refer note no. 43)

Bank and other financial charges

Less: allocated to capital work in progress/ fixed assets


Total

69,956,782

99,742,757

45,951,146

26,178,568

11,106,049

252,935,302

36,410,467

82,330,444

134,194,391

85,643,516

117,128,355

34,603,188

85,742,626

5,515,855

328,633,540

16,861,387

85,195,175

226,576,978



March 31,2013

30 Depreciation and amortisation expense

Depreciation of tangible assets (also refer note no. 13 )

Amortisation of intangible assets (also refer note no.13 )


Total

16,090,171

672,100

16,762,271

204,585

16,557,686

9,485,847

296,155

9,782,002

345,352

9,436,650

Amount in `

Amount in `

Amount in `

Amount in `

Amount in `

Amount in `



51



March 31,2013

31 Other expenses

Electricity expenses

Legal and professional

Loss on sale of fixed assets

Assets written off

Printing and stationery

Rates and taxes

Lease rent

Payment to auditors (refer note no. 31.1)

Insurance expenses

Repair and maintenance - plant and machinery

Repair and maintenance - others

Loss from investment in joint venture*

Bad debts


Tour, travelling and conveyance

Freight and cartage

Premium on surrender of flats/plots

Power and fuel

Labour charges

CAM charges*

Advertisement

Brokerage and commission

Business promotion

Other expenses

Less: allocated to capital work in progress


Total

14,106,301

14,100,088

1,907,672

-

1,928,659

1,219,375

11,567,788

2,197,532

1,070,664

1,786,912

6,367,180

-

296,146

-

1,308,918

476,654

8,236,250

14,622,461

2,379,305

14,981,259

17,321,685

20,173,125

2,090,531

6,886,544

145,025,049

3,333,270

2,968,433

138,723,346

454,862

13,179,201

601,888

1,786,730

607,678

304,340

10,786,652

1,883,810

943,290

2,811,702

1,110,437

4,334,372

249,980

6,000,000

893,519

384,647

-

8,052,722

2,772,979

-

6,061,831

26,436,437

1,739,553

7,053,352

98,449,982

1,238,905

12,212,992

84,998,085

*includes Rs. 1,033,840 (previous year Rs.3,998,051) related to prior period. Also refer note no 43

Statutory audit

Tax audit

Reimbursement of expenses

* includes service tax

32 Earning per share

Net profit as per profit and loss account including exceptional items

Face value of share

Weighted average number of equity shares in calculating basic EPS

Weighted average number of equity shares in calculating diluted EPS

Basic earnings per share

Diluted earnings per share

39,926,821

1

201,016,000

201,016,000

0.20

0.20

51,456,510

1

201,016,000

201,016,000

0.26

0.26

31.1 Payment to auditors*

1,573,040

224,720

399,772

2,197,532

1,573,040

224,720

86,050

1,883,810



52

Amount in `

33 Contingent liabilities not provided for in respect of:

March 31, 2014 March 31, 2013

3,764,900,000 2,604,900,000

90,842,500 149,360,500

- 439,515

714,308,757 -

Disputed demand in respect of income tax for the AY 09-10 (net of amount deposited)

Particulars

Corporate guarantees given for subsidiary and group Company *

Outstanding bank guarantee

Demand under Haryana Vat Act, 2003 for 2010-11 (Refer note 33.1)

* Excludes corporate guaranteee amounting to Rs. 49,167,714 for which liability has been repaid during the year, but form for satisfaction of charge with ROC not been filed till the Balance Sheet date.

33.1 The company has received notice from Excise & Taxation Commissioner, Haryana seeking to impose tax on the transaction of sale of flats, floors & villas constructed during or before the year 2007-08 to 2010-11 along with the notice of demand for the year 2010-11.

The Company has challenged the view of Excise & Taxation department stating that no method has been prescribed under law for computation of tax and under HVAT Act VAT is not applicable on Developer’s transactions.

However, the company is entitled to recover the same from the customers to whom flats has been sold or with whom agreement for sale has been entered as per the terms of the agreement. As per the management, in case of demand, the company would recover the same from the customers. Hence, no liability would arise in case of demand.

34 In the opinion of the management, the value on realisation of current assets, loans and 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 have been made.

35 Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 30,220,683 (previous Year Rs. 17,368,700).

36 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. Gratuity scheme is unfunded and the Company has provided for leave encashment which is also unfunded.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and amounts recognised in the Balance Sheet for the respective plans (as per Actuarial Valuation as on March 31, 2014).

Net employees benefit expense (recognised in the statement of profit and loss for the year ended March 31, 2014):

Net asset/ (liability) recognised in the balance sheet as on March 31, 2014

March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013

328,608 232,523 115,686 84,936

77,895 51,605 27,270 24,863

- - - -

- - - -

(100,329) (47,965) (73,133) (110,005)

306,174 236,163 69,823 (206)

Gratuity Leave encashment

Net benefit expense

Actuarial (gain) / loss recognised in the year

Particulars

Current service cost

Interest cost

Expected return on plan assets

Past service cost

Fair value of plan assets

Particulars

Present value of defined benefit obligation at the end of the year

Net asset / (liability) recognised in the balance sheet


1,171,669 865,495 369,820 303,001

- - - -

(1,171,669) (865,495) (369,820) (303,001)

Leave encashmentGratuity



53

Amount in `

Amount in `

Amount in `

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:

Contribution to defined contribution plans:

March 31, 2014 March 31, 2013

1,122,752 814,241

Particulars

Provident & other funds

37 Segment Reporting

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


865,495 629,332 303,001 303,207

77,895 51,605 27,270 24,863

- - - -

328,608 232,523 115,686 84,936

- - (3,004) -

(100,329) (47,965) (73,133) (110,005)

1,171,669 865,495 369,820 303,001

Benefits paid

Leave encashmentGratuity

Present value of defined benefit obligation at the beginning of the year

Interest cost

Past service cost

Current service cost

Present value of defined benefit obligation at the end of the year.

Actuarial (gain) / loss on obligation

Particulars


9.00% 8.20% 9.00% 8.20%

6.50% 5.50% 6.50% 5.50%

0.00% 0.00% 0.00% 0.00%

24.90 22.74 24.90 22.74

Gratuity

Discount rate (based on the market yields available on government

bonds at the accounting date with term that matches that of the liabilities

Salary increase (taking into account inflation, seniority, promotion and

other relevant factor)

ParticularsEarned leave

Average outstanding service of employees upto retirement (years)

Expected rate of return on plan assets

Liability as on balance sheet date


30,338 43,658 31,669 29,652

Non-current liability 1,141,331 821,837 338,151 273,349

ParticularsGratuity Earned leave

Current liability



54

Amount in `

Amount in `

Amount in `

Amount in `

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

Note: Previous year’s figures have been given in the bracket.

Particulars Real Estate Trading Manufacturing Other OperationsInter Segment

EliminationTotal

Revenue

External 627,878,107 7,626,215,612 89,377,889 23,276,193 - 8,366,747,801

(1,028,587,631) (7,318,273,906) (139,687,514) (9,098,471) - (8,495,647,522)

Inter Segment - 6,688,955 6,858,120 - -13,547,075 - - - (5,813,044) - (-5,813,044) -

Total revenue 627,878,107 7,632,904,567 96,236,009 23,276,193 -13,547,075 8,380,294,876

(1,028,587,631) (7,318,273,906) (145,500,558) (9,098,471) (-5,813,044) (8,495,647,522)

Segment results 52,479,223 294,145,384 -1,485,397 -46,763,081 - 298,376,129 (58,860,479) (179,670,203) (18,052,580) (-36,084,472) - (220,498,790)

226,576,978

(134,194,391)

Unallocated corporate expenses 12,954,242

(4,308,228)

Profit before tax 58,844,909

(81,996,171)

Provision for taxation 18,918,088 (30,539,661)

Profit after tax 39,926,821

(51,456,510)

Other information:

2,111,634,709 1,333,094,039 59,169,753 17,600,984 - 3,521,499,485

(2,172,069,639) (1,702,160,706) (93,704,034) (1,568,141) - (3,969,502,520)

Unallocated corporate asset 1,791,928,414

(1,623,653,657)

Total Assets 5,313,427,899

(5,593,156,177)

Segment liabilities 1,611,158,080 970,653,101 9,625,985 478,085,186 - 3,069,522,353 (1,860,118,581) (941,962,130) (21,272,737) (175,817) - (2,823,529,265)

Unallocated corporate liabilities 44,581,584 (610,229,773)

Total Liabilities 3,114,103,936

(3,433,759,038)

Capital expenditure 412,675,514 4,492,648 833,506 - - 418,001,668 (698,468,296) (969,981) (9,912,648) - - (709,350,925)

Unallocated capital expenditure - - - - - 3,469,610 - - - - - (16,017,707)

Total capital expenditure 421,471,278 (725,368,632)

Depreciation and amortisation 5,120,572 394,897 6,160,363 - - 11,675,832

(224,114) (51,501) (5,063,410) - - (5,339,025)

Unallocated depreciation and amortisation 4,881,854

(4,097,625)

Total depreciation and amortisation 16,557,686 (9,436,650)

Financial expenses

Segment assets (including CWIP)



55

Amount in `

38 In accordance with Accounting Standard "AS-19 on Leases" the following disclosures in respect of operating leases is made as under:

A. Assets taken on operating lease:

a) The Company has taken an office on non-cancellable operating lease.

b) Lease payments recognised in statement of profit an loss amounting Rs.11,567,788 (previous year Rs.10,786,652)

c) Future commitments in respect of minimum lease payment payable in respect of aforesaid lease entered by the Company are as follows:

B. Assets given on operating lease:

a) Future rental income in respect of minimum lease receivables in respect of aforesaid lease entered by the Company are as follows:

39. As per Accounting Standard-18, the Company’s related parties and transactions are disclosed below:

a) List of related parties and relationships, where control exists:

1) Holding Company

BTL Holding Company Limited (formerly known as BTL Investments & Securities Limited) (SRS Holdings India limited merged with BTL Holding Company Limited w.e.f. 18.07.2013)

2) Subsidiary Companies

i. SRS Real Estate Limited ii. SRS Automotive Components Prrivate Limited ( formerly known as SRS I-Tech Private Limited) iii. SRS Retreat Services Limited iv. Auspicious Real Estate Limited (from 03.05.2013) v. Grand Realtech Limited (from 18.04.2013) vi. Nav Nirman Realtech Limited (from 27.04.2013) vii. SRS Natural Resources Limited (formerly known as Arihant Dham Constructions Ltd.) (from 18.04.2013) viii. Soaring Heights Limited (upto 30.03.2014)

3) Fellow Subsidiary Companies

i. SRS Limited (from 18.07.2013) ii. Soaring Heights Limited (from 31.03.2014)

4) Step Down Fellow Subsidiary Companies i. SRS Cinemas & Entertainment Limited (from 20.05.2013 to 25.01.2014) ii. SRS Modern Retail Limited (from 24.05.2013 to 25.01.2014)

5) Joint Venture i. SRS Lotus Projects Private Limited

6) Associates i. SRS Hitech Projects Limited

b) Related parties and relationships with whom transactions have taken place during the year: 1) Key Management Personnel (KMP)

i. Mr. Anil Jindal Chairman ii. Mr. Jitender Kumar Garg Managing Director iii. Mr. Bishan Bansal Whole-Time Director iv. Mr. Rajesh Singla Whole-Time Director & Chief Financial Officer

March 31, 2014 March 31, 2013

11,012,078 2,068,816.00

48,190,144 8,275,265.00

53,575,832 - c) Later than five years

Particulars

a) Not later than one year

b) Later than one year and not later than five years

March 31, 2014 March 31, 2013

5,619,132 192,000

18,868,256 -

4,195,000 -

Particulars



c) Later than five years



56

Amount in `

Amount in `



57

2) Enterprises owned or significantly influenced by KMP and/or their relatives i. SRS Limited ii. SRS Professional Services Ltd. iii. SRS Global Securities Limited iv. SRS Portfolio Limited v. SRS Finance Limited Transactions with the related parties during the year

Name of the Party Nature of Transaction Nature 2013-14 2012-13

Loan Given Assets - 410,000

Loan & Advance given and received

back

Assets - 10,051,199

Loans and Advance Received Liability 541,743,074 679,855,828

Loans and Advance repaid Liability 567,466,680 529,049,449

Sale of Material & Other Direct Income Income 14,596,031 22,333,224

Transportation Charges Income 2,610,900 -

CAM charges Income 966,112 -

Rent Paid Expense 60,000 60,000

Interest Paid Expense 25,484,834 6,828,025

Reimbursement of expenses Expense 207,711 -

Purchase of investment in shares Assets - 75,000,000

Transfer of Current Assets to

subsidiary company

Assets 375,990,457 -

Transfer of Current Liabilities to

subsidiary company

Liability 375,371,169 -

Corporate Guarantee given 1,260,000,000 -

Corporate Guarantee taken - 724,400,000

Closing Balance:

Sundry Debtors Assets 1,040,860 1,082,883

Loans & Advance received Liability 131,227,995 156,951,601

Investment in shares Assets 1,060,147,000 1,060,147,000

Bank Guarrantee Given 90,842,500 90,842,500

Corporate Guarantee Given 3,264,900,000 2,004,900,000

Corporate Guarantee taken 724,400,000 724,400,000

SRS Real Estate Limited

Land Holding Charges Expense 1,000,000 1,000,000

Reimbursement of Expense Expense - 39,707,003

Loans and Advance received Liability 241,636,278 11,190,000

Loans and Advance given back Liability 251,979,012 -

Loan and advance given and

received back

Assets 39,430,941 -

Interest received Income 11,937,635 -

Interest Paid Expense 1,071,000 -

Purchase of investment in shares Assets 65,400,000 -

Corporate Guarantee taken - 899,400,000

Closing Balance:

Trade Payable Liability - 3,779,059

Investment in Share Assets 287,851,950 222,451,950

Trade Receivables Assets - 1,346,011

Loans and Advance received

(including interest)

Liability 4,626,325 11,190,000

Corporate Guarantee taken 899,400,000 1,249,400,000

SRS Retreat Services

Limited

Amount in `


Purchase of Land Assets - 118,000,000

Interest Paid Expense 2,088,041 -

Reimbursement of Expense Expense - 14,615

Closing Balance:


Trade Payable Liability 118,000,000 118,000,000

Investment in shares Assets 159,928,750 159,928,750

Corporate Guarantee Taken 211,695,716 300,000,000


Purchase of investments Assets 500,000 -

Closing Balance:

Investment in shares Assets 500,000 -



Closing Balance:




Closing Balance:


Purchase of Investment in shares Assets 87,150,000 -

Loan & Advance given and received

back

Assets 23,500,000 -


Rent Income Income 487,948 -

Closing Balance:

Investment in shares Assets 87,150,000 -

Trade Receivables Assets 200,000 -

Rent Income Income 67,416 -

Closing Balance:



Purchase of Investment in shares Assets 100 -


Closing Balance:

Investment in shares Assets 5,000,000 4,999,900

Director’s Remuneration Expense 1,136,628 1,136,628

Closing Balance:

Amount Payable Liability 94,719 94,719

Director’s Remuneration Expense 682,416 682,416

Closing Balance:


Director’s Remuneration Expense 78,060 -

Closing Balance:

Amount Payable Liability 57,518 -

SRS Automotive Components

Private Limited (Formerly

known as SRS I-Tech Pvt.

Ltd.)

Auspicious Real Estate

Limited

Grand Realtech Limited

Nav Nirman Realtech Limited

SRS Natural Resources

Limited

SRS Hitech Projects Limited

SRS Lotus Projects Private

Limited

Mr. Jitender Kumar Garg

Mr. Bishan Bansal

Mr. Rajesh Singla



58

CAM Charges Income 399,999 -

Corporate Guarantee given 500,000,000

Closing Balance:

Corporate Guarantee given 500,000,000


Loan and advances given Assets 4,024,610 -


CAM charges Income 1,044,264 -

Closing Balance:


Trade receivables Assets 1,044,264 -

SRS Finance Limited

SRS Global Securities Limited

Rent Income Income 668,542 707,868

CAM Charges Income 1,635,782 -

Closing Balance:

Trade Receivables Assets 1,635,782 -

SRS Professional Services

Limited


Closing Balance:


Sale of Investment in shares Assets 500,000 -

Reimbursement of expense Expense 162,447 -

CAM Charges Income 402,158

Closing Balance:

Trade receivables Assets 402,158


Purchase of Investment in shares Assets 500,000 -

SRS Holdings India Limited Loan taken and repaid Liability - 78,800,000

Sale of Fixed Asset Assets 67,488,120 -


Expenses Incurred Expense 2,337,395

Sale of Goods Income 6,521

Rent Received(including Service Tax) Income -

-

-

4,382,040

Payment of Advertisement Expenses Expense - 80,700

Reimbursement of Expenses (Net) Expense 784,843 1,289,494

Security received for Lease rent given

back

Liability 69,000,000 -

Sale of Space Income - 139,834,411

Closing Balance:

Security received for Lease rent Liability - 69,000,000

Sundry Creditors Liability - 712,148

Corporate Guarantee given - 600,000,000

SRS Limited

SRS Portfolio Limited

BTL Holding Company

Limited

Soaring Heights Limited



59

40. Investment in joint ventures (Disclosure as per Accounting Standard - 27 on Financial Reporting of interest in Joint Ventures)

The Company's share of the assets, liabilities, income and expenditure of it's Joint Venture (under jointly controlled entity) are as follows:

a. Proportionate amount in respect of SRS Lotus Projects Private Limited

Ownership interest

50%

Country of incorporation Principal activities

India Real estate projects

Joint venture

SRS Lotus Projects Private Limited



60

March 31, 2014 March 31, 2013Balance sheet

Reserves and surplus 845,487 423,371 Non-current liabilities 2,620,520 1,979,717 Current liabilities 146,390,826 108,737,126 Fixed assets 198,593 304,605 Non-current assets 127,591 134,479 Current assets 154,530,649 115,701,130

Statement of profit and loss

Operating income 67,770,175 111,175,463 Other income 2,906,976 1,470,417

Total revenue 70,677,151 112,645,880 Cost of sale of constructed properties/plots 69,109,984 111,090,727 Employee benefits expense 296,622 153,921 Financial expenses 33,138 4,582 Depreciation 110,676 106,682 Other expenses 497,172 733,270

Total expenditure 70,047,592 112,089,182

Profit before tax 629,559 556,699 Tax expense 207,443 177,745 Net profit after tax and prior period item 422,116 378,954 Proportionate amount in respect of SRS RMC * March 31, 2014 March 31, 2013Balance sheet Reserves and surplus - (336,320)Non-current liabilities - 1,218,483 Current liabilities - 51,752,465 Fixed assets - 18,803,256 Non-current assets - - Current assets - 37,591,694 Statement of profit and loss Operating income - 101,782,427

Total revenue - 101,782,427

Cost of material consumed - 83,732,899 Employee benefits expense - 1,317,237 Financial expenses - 1,463,801 Depreciation - 5,487,223 Other expenses - 10,117,587

Total expenditure - 102,118,747

Loss before tax - 336,320 Tax expense - - Net loss after tax and prior period item - 336,320

st * Ceased to be joint venture partnership firm w.e.f. 1 April 2013 Note: Disclosure of financial data as per Accounting Standard - 27 'Financial Reporting of interest in the joint venture' is made based on the audited financial statements of the above mentioned Joint venture entity

b.

41. On May 09, 2012 the Income Tax Authorities conducted a search and seizure on the Company under section 132 of the Income Tax Act, 1961. Company has not received any further notice/ demand from the Income Tax Authorities in respect of search and seizure conducted and accordingly, no provision in that regard has been made in the financial statements.

42. The Company had started accepting Public Deposits under the Fixed Deposits Scheme w.e.f April 26, 2012 under two different schemes i.e. non-cumulative (A) and cumulative deposits (B) bearing different interest rates based on the period of the deposits. The total deposits accepted by the company during the FY 2013-2014 is:-

The scheme provide the payment of interest on quarterly basis ranging between 11.5% - 12.5% under scheme (A) and compounding of quarterly interest ranging between 12.01% - 14.89% with payment on maturity date under Scheme (B).

43. Prior period expenses

44. Detail of raw material consumed is as follows:

45. Previous year figures have been regrouped/rearranged and reclassified wherever necessary.

March 31, 2014 March 31, 2013

171,206,000 184,529,000

105,579,000 133,295,000

Scheme

Cumulative

Non-Cumulative

March 31, 2014

-

4,309,163

-

1,033,840

5,343,003

Particulars

Cost of developed properties

Interest on income tax

Loss from investment in joint venture

Total

CAM Expenses

March 31, 2013

3,963,624

3,275,910

3,998,051

-

11,237,585

March 31, 2014 March 31, 2013

23,576,508 35,317,178

32,833,015 53,897,955

13,866,353 24,250,855

7,149,210 8,159,656

77,425,085 121,625,644

14,686,573 23,475,216

62,738,512 98,150,428

Total

Less: Interunit transfer

Net consumption

Cement

Sand

Others

Particulars

Stone grit










DIN : 00088125


DIN : 00009745


DIN : 00005585



61

Amount in `

Amount in `

Amount in `

Financial Statements of SRS Real Estate Ltd. - A Subsidiary



62



Directors' Report

INTRODUCTION

thYour Directors have pleasure in presenting the 9 Annual Report of your Company along with the Audited Accounts of the Company for the year ended st31 March, 2014.

FINANCIAL RESULTS

During the year under review, your Company registered a Net Profit after Tax of Rs.99.45 Lac. The Summary of the operating results is as under: -

DIVIDEND

Yours Directors have considered it prudent in the interest of the Company to reinvest the profits to build a strong reserve base and expand the projects stof the Company. Therefore, no dividend has been recommended for the year ended 31 March, 2014.

BOARD OF DIRECTORS

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

thSh. Rajesh Singla has been re-designated from Whole Time Director to a Non- Executive Director of the Company w. e. f. 18 February, 2014, whose period of office shall be liable to retire by rotation.

thSh. Vinod Jindal has been re-designated as Whole Time Director & CFO of the Company on 10 April, 2014.

AUDIT COMMITTEE

th th th rdFour (4) Audit Committee Meetings were held on 25 May 2013; 9 August, 2013; 14 October, 2013 and 3 January, 2014 were attended by all the members and other senior management personnel of accounts and finance department who were considered necessary for providing inputs to the Committee as invitees.

AUDITORS

Statutory Auditors

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

(Amount in Lac)

Particulars Year ended 31. 03. 2014

Year ended 31. 03. 2013

Gross Sales and Other Income 11621.48 18255.37 Profit/(Loss) before Financial Expenses, Depreciation and Tax 588.34 326.32 Interest and Financial Expenses 365.99

222.35 115.64

Profit before Depreciation & Tax 210.68 Depreciation 68.59 69.67 Profit before Tax 153.75 141.01 Provision for Tax - Current - Deferred Tax - Earlier Year

60.87

(4.56) . (2.00)

57.13 (4.78) 0.58

Profit after Tax 99.445 88.08

Earnings Per Share (Face Value of Rs.10/ -) - Basic

- Diluted

0.59

0.59

0.56

0.53

63

Internal Auditors

M/s. Sachin Singhal & Associates

Cost Auditors

M/s. Ashok Kumar & Associates

AUDITORS' REPORT

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

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the stBalance Sheet for the year ended 31 March, 2014.

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.

Place: FaridabadthDate : 27 May, 2014

On behalf of the BoardFor SRS Real Estate Ltd.

(Vinod Jindal)Whole-Time Director & CFO

DIN No. 00005563

(Nanak Chand Tayal)Whole-Time DirectorDIN No. 00013681



64

To,The Members,SRS REAL ESTATE LIMITED,Faridabad

Report on the Financial Statements

We have audited the accompanying financial statements of SRS REAL ESTATE LIMITED (“the company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principal generally accepted in India, including the Accounting

thStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the general circular 15/2013 dated 13 September, 2013 of the ministry of corporate affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 March 31, 2014;

b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) [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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(2) As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) 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;

c) the Balance Sheet, Statement of Profit and Loss and, Cash Flow Statement dealt with by this Report are in agreement with the books of account;

Independent Auditors’ Report



65

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and, Cash Flow Statement comply with the Accounting Standards th referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13 September,

2013 of the ministry of corporate affairs in respect of section 133 of the Companies Act, 2013; and

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

For S S Kothari Mehta & Co.Chartered AccountantsFirm Regn. No. 000756N


Yogesh K. Gupta(Partner)

M.No. 093214

Ruchi Jain(Partner)

M.No. 099920

For Rakesh Raj & AssociatesChartered AccountantsFirm Regn. No. 005145N

New Delhi« «

I MR EA HH TT A O &K C. OS. .S



66

(The Annexure referred in paragraph (1) “Report on other Legal & Regulatory Requirements” of our report to the members of SRS REAL ESTATE stLIMITED on the accounts for the year ended 31 March 2014)

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

(b) As explained to us, the Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the program, fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) Fixed Assets disposed off during the year were not substantial & therefore, do not affect the going concern assumption.

ii. (a) As explained to us, physical verification has been conducted by the management at reasonable intervals in respect of building material, stores & Spares. In our opinion, the frequency of 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 unsecured loan to 6 companies covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 730,941,637 and the year-end balance of loan granted to such parties was Rs. 538,970,063.

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

(c) In respect of aforesaid loans, the amount is recoverable on demand, hence provision of this clause is not applicable.

(d) In respect of the loan given by the Company, no amount, principal as well as interest, is overdue, as the loan is repayable on demand; and therefore provisions of clause 4(iii) (d) of the Order is not applicable.

(e) The Company has taken unsecured loan/advances from 2 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 45,085,000 and the year-end balance was Rs. Nil.

(f) In respect of aforesaid loans no repayment schedule is mentioned as the amount is repayable on demand, hence provision of this clause is not applicable.

(g) The amount was paid during the year. 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, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for sale of goods and services. However, the internal control system for purchases of inventory needs to be strengthened.

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 however scope of the same need to be further enhanced to commensurate with the size and nature of its business and activities.

viii. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rule 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost Records have been maintained. However, we have not carried out a detailed examination of such records with a view to determine whether they are accurate or complete.

Annexure To The Auditors’ Report

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, Wealth Tax, Custom Duty, Excise Duty and Cess, though there is slight delay in few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth st Tax, Service Tax, Custom Duty, Excise Duty and Cess which were in arrear as at 31 March 2014 for a period of more than six months from

the date they become payable.



67

(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, other than the following:

stx. The Company has no accumulated losses as at 31 March 2014 and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi. In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to bankers and financial institutions. The Company did not have any outstanding debentures 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. The company has maintained proper records of the transactions in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

xv. As per the information and explanations given to us, the Company has given corporate guarantees amounting to Rs. 974,400,000 for loans taken by 2 companies from banks, the terms and conditions of the same are not, prima facie, prejudicial to the interest of the company.

xvi. In our opinion and on the basis of information and explanations given to us, the term loans were applied for the purposes for which they 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 the 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 not made any preferential allotment of shares to parties, firms and companies covered in the register maintained under section 301 of the Companies Act, 1956.

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.



Yogesh K. Gupta(Partner)

M.No. 093214

Ruchi Jain(Partner)

M.No. 099920


New Delhi« «


Name of the Statute

Nature of Dues

Amount (Rs.)*

Period of which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Income Tax 65,5652 FY 2008-09 ITAT

*Net of Advance Payment



68

stBalance Sheet As At 31 March, 2014

PARTICULARS Note As at As at

No. 31-Mar-14 31-Mar-13

EQUITY AND LIABILITIES

Shareholders' FundsShare Capital 3 167,633,120 167,633,120 Reserve and Surplus 4 981,578,518 971,632,960

1,149,211,638 1,139,266,080 Non-Current Liabilities

Long Term Borrowings 5 1,309,276,098 244,496,553

Deferred Tax Liability (Net) 6 1,956,721 2,413,270

Other Long Term Liabilities 7 39,477,804 -

Long Term Provisions 8 2,403,436 1,828,157

1,353,114,059 248,737,980 Current LiabilitiesShort Term Borrowings 9 39,583,349 866,334

Trade Payables 10 70,180,799 103,281,964 Other Current Liabilities 11 2,206,703,904 2,179,297,042

Short Term Provisions 12 60,395,109 124,670,290

2,376,863,161 2,408,115,630

TOTAL 4,879,188,858 3,796,119,690

ASSETS

Non-Current AssetsFixed Asset 13-Tangible Assets 13.1 58,602,650 53,567,805

-Intangible Assets 13.2 - -

58,602,650 53,567,805 Long Term Loans & Advances 14 8,781,570 8,626,750 Other Non-Current Assets 15 8,460,305 42,295,359

75,844,525 104,489,914

Current Assets

Current Investments 16 1,000,000 1,000,000 Inventories 17 2,724,765,011 1,868,978,986 Trade Receivables 18 405,429,473 604,128,578

Cash & Bank Balances 19 147,967,867 125,036,495 Short Term Loans & Advances 20 1,393,324,869 756,748,015 Other Current Assets 21 130,857,113 335,737,702

4,803,344,333 3,691,629,776

TOTAL 4,879,188,858 3,796,119,690

Significant Accounting Policies 2Accompanying Notes from 1 to 41 are integral part of the financial statements

As per our Report of even date attached

Amount in (`)



(Ruchi Jain)Partner

M.No. 099920


DIN No. 00005563



(Rajesh Singla)Director

M.No. 00009745

(Rekha Chauhan)Company Secretary

M.No. 29951

(Yogesh K. Gupta)Partner

M.No. 093214


New Delhi« «




69

stStatement Of Profit & Loss For The Year Ended 31 March. 2014

PARTICULARS As at As atNote

No. 31-Mar-14 31-Mar-13


Amount in (`)

22 1,084,041,604 1,803,091,938

23 78,106,782 22,445,718

1,162,148,386 1,825,537,656

24 (28,293,500) (75,682,966)

25 1,018,602,829 1,690,149,792

48,513,104 92,028,320

26 10,707,544 8,419,231

27 36,599,042 11,564,271

28 6,859,925 6,966,923

INCOME

Revenue From Operations

Other Income

Total Revenue

EXPENDITURE

(Increase)/Decrease in Inventories

Cost of Construction/Projects

Purchase of stock for resale

Employee Benefits Expense

Finance Cost

Depreciation & Amortisation

Other Expenses 29 53,783,680 77,990,432

1,146,772,624 1,811,436,003

15,375,762 14,101,653

6,087,727 5,713,278

(456,549) (478,878)

(200,974) 58,529

Profit before Tax

Less: Provision for Taxation

- Current

- Deferred

- Earlier Year

Total Tax Expenses 5,430,204 5,292,929

Profit for the year 9,945,558 8,808,724

Earning per share (Face value-Rs. 10 each) 38

-Basic 0.59 0.56

-Diluted 0.59 0.53

Significant Accounting Policies 2

Accompanying Notes from 1 to 41 are integral part of the financial statements



70



(Ruchi Jain)Partner

M.No. 099920


DIN No. 00005563




M.No. 00009745


M.No. 29951


M.No. 093214


New Delhi« «


Sr. No. PARTICULARSYear ended Year ended31/Mar/14 31/Mar/13

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax (as per Profit & Loss Account) 15,375,762 14,101,653 Adjustment For:

Depreciation & amortisation expenses 7,198,582 7,174,869 Interest & finance expenses 201,672,019 258,957,538 Loss on sale of Fixed Assets (Net) 802,594 92,080 Balances w/off 855,928 1,390 Profit on Sale of Investments - (30,223) Provision for diminution in the value of Investment - (35,000) Interest Received (76,985,541) (18,691,067)

Operating Profit Before Working Capital Change 148,919,344 261,571,240

Adjustment For movement in working capital:

Increase in Long term Provisions 575,279 374,953

Increase/(Decrease) in Trade payables (33,957,093) (84,889,490)

Increase/(Decrease) in Other Current Liabilities 1,13,061,640 636,946,015 Increase/(Decrease) in Short term Provisions (61,812,312) 122,161,847 Increase/(Decrease) in other Long Term Liabilites 39,477,804 18,805,742

(Increase) / Decrease in Trade Receivable 198,699,110 385,510,357 (Increase )/Decrease in Inventories (855,786,025) (80,190,547)

(Increase )/Decrease in Long term Loan & advances (154,823) (8,096,750)

(Increase )/Decrease in non current Assets 33,835,054 (17,647,258)

(Increase )/Decrease in Short term Loan & advances (481,035,554) 1,102,645,326 (Increase )/Decrease in Other Current Assets 207,140,800 337,889,118

Cash Generated From Operations (691,036,766) 2,675,080,553

Direct Taxes Paid (8,349,622) (7,872,875) Net Cash From Operating Activities (A) (699,386,398) 2,667,207,678

B Cash Flow From Investing Activities

Purchases of Fixed Assets (14,371,523) (3,778,839) Proceeds from sale of Fixed Assets 1,335,500 3,013,500

Proceeds from sale of Investments - 1,030,223 Loan Given (Net) (155,541,300) (424,810,467)

Investment in Fixed Deposits (30,938,912) 58,747,559 Interest Received 74,725,330 28,231,862

Net Cash Used In Investing Activities (B) (124,790,905) (337,566,162)

C Cash Flow From Financing Activities

Proceeds From Long Term Borrowings 1,513,249,212 80,886,311

Repayments of Long Term Borrowings (542,836,575) (1,983,440,846)

Proceed From Short Term Borrowings (Net) 38,717,015 (20,327,120)

Interest Paid (192,959,889) (368,728,489) Net Cash Used In Financing Activities ( C) 816,169,763 (2,291,610,144)

Net Increase In Cash And Cash Equivalent (A+B+C) (8,007,540) 38,031,372

Cash & Cash Equivalent at the beginning of the Year 103,232,152 65,200,780 Cash & Cash Equivalent at the end of the Year 95,224,612 103,232,152

Net Increase In Cash And Cash Equivalents (8,007,540) 38,031,372

stCash Flow Statement For The Year Ended 31 March. 2014


Amount in (`)



71



(Ruchi Jain)Partner

M.No. 099920


DIN No. 00005563




M.No. 00009745


M.No. 29951


M.No. 093214


New Delhi« «


stSignificant Accounting Policies And Notes To Accounts For The Year Ended 31 March 2014

1. Backgroundth SRS Real Estate Limited (“The Company”) was incorporated on 10 October 2005 under the Companies Act 1956. The Company is wholly

owned subsidiary of SRS Real Infrastructure Ltd. The Company is primarily engaged in the business of promotion, construction and development of both residential as well as commercial complexes.

2. Significant Accounting Policies

2.1 Basis of Accounting

The financial statements are prepared under the historical cost convention, on accrual basis of accounting and in accordance with Generally Accepted Accounting Principles ('GAAP') in India and comply with Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 and in accordance with the provisions of the Companies Act, 1956 and/or notified sections of Companies Act 2013. All assets and liabilities have been classified as current or non-current, wherever applicable as per the operating cycle of the Company as per the guidance as set out in the Revised Schedule VI to the Companies Act, 1956.

2.2 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 results of operations during the reporting years. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognized in the current and future years in which results are known /materialized.

2.3 Revenue Recognition

a. Revenue from sale of land and plots (held for resale) is recognised 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 a certainty of realisation of the consideration.

b. Revenue from sale of constructed properties is recognised on the “Percentage of Completion method” of accounting. Sale consideration receivable as per the allotment letters/agreements to sell entered into for constructed properties is recognised as revenue on the basis of percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred being 25 per cent or more of the total estimated project cost. Project cost includes cost of land (including development rights), government charges, construction costs and development/ construction materials of such properties, estimated internal development charges, external development cost. The estimates of the saleable area and costs are reviewed periodically by the management and any effect of changes in estimates is recognised in the year such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognised immediately.

As per the Revised Guidance Note issued by Institute of Chartered Accountants of India (“ICAI”) on “Accounting for Real Estate transactions the revenue have been recognised on percentage of completion method provided all of the following conditions are met at the reporting date.

i. atleast 25% of estimated construction and development costs (excluding land cost) has been incurred, ii. atleast 25% of the saleable project area is secured by the Agreements to sell/application forms (containing salient terms of the agreement to sell)

iii. atleast 10% of the total revenue as per agreement to sell are realised in respect of these agreements

iv. all critical approvals necessary for commencement of the project have been obtained.

c. 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.

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

e. Interest income, other than interest recovered from the customers, is accounted for on time proportion basis taking into consideration the amount outstanding and rate applicable

f. Revenue from trading activity and 'securities held for trade' is recognized on accrual basis.

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


Unbilled receivables represent revenue recognised based on 'Percentage of Completion Method' as per policy 2.3(a) & 2.3(b) which are not due from customers as per the payment plan agreed with the customers.

2.5 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.



72

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 recognized as per the criteria specified in Accounting Standard -26 “Intangible Assets” prescribed by the Companies (Accounting Standards) Rules, 2006 and recorded at the consideration paid for acquisition.

Capital expenditure incurred on rented properties is classified as leasehold improvements under fixed assets.

2.6 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.

2.7 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.

2.8 Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the Statement of Profit and Loss.

2.9 Investments


Trade investments are the investments made for or to enhance the Company's business interests.

Current investments are stated at lower of cost and fair value determined on an individual investment basis. Non Current investments are stated at cost and provision for diminution in their value, other than temporary, is made in the financial statements.

2.10 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.d. Securities held for trade 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.

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.

2.11 Cost of Revenue

a. Cost of developed plots and land includes land acquisition cost (including development rights), estimated internal development costs, external development charges borrowing cost, overheads, and other related government charges, which is charged to the statement of profit and loss proportionate to plotted area/ land in respect of which revenue is recognized as per accounting policy no. 2.3(b) above, in consonance with the concept of matching cost and revenue. Final adjustment is made on completion of the specific project.

b. Cost of constructed properties includes cost of land (including development rights), estimated internal development costs, external development charges, borrowing cost, overheads, other related government charges, construction costs and development/ construction materials, which is charged to the statement of profit and loss proportionate to the revenue recognized as per accounting policy no. 2.3 (a) above, in consonance with the concept of matching cost and revenue. Final adjustment is made on completion of the specific project



73

2.12 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:


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 and are capable of reversal in one or more subsequent years and is calculated in accordance with the Provisions of Income Tax Act, 1961. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted as at the balance sheet date.


Minimum Alternate Tax ('MAT') paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal tax after the tax holiday period. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to the effect that Company will be able to utilise that credit during the specified year


Expenses and Liabilities in respect of employee benefits are recorded in accordance with Accounting Standard 15- Employee Benefits (Revised 2005) as notified by The Companies (Accounting Standards) Rules, 2006.

a) Defined Benefit Plan

Gratuity

Gratuity is a post-employment benefit and is the in the nature of a defined benefit plan. The liability recognized in the balance sheet in respect of gratuity is the present value of the defined benefit/ obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit/obligation is calculated at or near the Balance Sheet Date by an Independent Actuary using the projected unit credit method.

Compensated absences

Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognized on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees. Liability in respect of compensated absences becoming due or expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent Actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged or credited to the Profit and loss account in the year to which such gains or losses relate

b) Defined Contribution Plan

The company makes contribution to Employees Provident Fund and Family Pension Fund which are deposited with the Regional Provident Fund Commissioner and contribution paid or payable is charged to Statement of Profit & Loss in the year in which services are rendered by the employee.

c) Other short term benefits

Expense in respect of other short term benefits is recognized on the basis of the amount paid or payable for the year during which services are rendered by the employee.

2.14 Leases

Assets taken on lease under which, all risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Operating lease payments are recognized as expenses in the profit and loss account on a straight-line basis over the lease term

2.15 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.



74

2.16 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. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue

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.

2.17 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.



75

stNotes To The Financial Statements as at 31 March 2014

3. Share Capital

*1,67,63,312 (Previous year 1,67,63,312) equity shares are held by the Holding Company, SRS Real Infrastructure Limited and its nominees

Number Amount Number Amount

Authorised

Equity Share of Rs. 10/- each - -

Opening 17,500,000 175,000,000 15,770,000 157,700,000

Additions - - 1,730,000 17,300,000

Deductions - - - -

Closing 17,500,000 175,000,000 17,500,000 175,000,000

Issued, Subscribed & Fully Paid up*

Equity Share of Rs. 10/- each

Opening 16,763,312 167,633,120 15,763,312 157,633,120

Additions - - 1,000,000 10,000,000

Deductions - - - -

Closing 16,763,312 167,633,120 16,763,312 167,633,120

Total 16,763,312 167,633,120 16,763,312 167,633,120

Particulars stAs at 31 March 2014 stAs at 31 March 2013

Amount in (`)

3.1 Detail of Holding Company

Percentage of

holding

No. of Shares Percentage

of holding

SRS Real Infrastructure Limited 100 16,763,312 100

stAs at 31 March 2013

16,763,312

Particulars


No. of Shares

3.2 Detail of shareholders holding more than 5% shares

Percentage of

holding

No. of Shares Percentage

of holding

SRS Real Infrastructure Limited 100 16,763,312 100

Name of Shareholder

16,763,312


No. of Shares


3.3 The rights, preference and restrictions attached to each class of shares including restrictions on the distribution of dividends and the repayment of capital are as under

Equity Shares

The equity shares have a par value of Rs. 10 per share. Each shareholder is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.4 Aggregate number of bonus share issued for consideration other than cash during the period of five years immediately preceding the reporting period

31-Mar-14 31-Mar-13 31-Mar-12

7,881,656 7,881,656 7,881,656 Equity Shares allotted as fully paid up bonus shares by capitalisation of reserves (No. of Shares)*

Particulars As at

*7,881,656 bonus shares issued during financial year 2011-12



76

4. Reserve and Surplus

31-Mar-14 31-Mar-13

I. Securities Premium Reserve

Opening Balance 886,823,880 821,823,880

Addition during the year - 65,000,000

Closing Balance 886,823,880 886,823,880

II. Surplus

Opening Balance 84,809,080 76,000,356

Profit for the Year 9,945,558 8,808,724

Closing Balance 94,754,638 84,809,080

Total Carried Forward to Balance Sheet (I+II) 981,578,518 971,632,960

ParticularsAs at

Amount in (`)

31-Mar-14 31-Mar-13

Term Loan

Secured

- From Banks 1,230,830,683 243,405,183

- From Other Parties 78,445,415 -

1,309,276,098 243,405,183

Deferred Credit Payment

Unsecured - 1,091,370

- 1,091,370

Total 1,309,276,098 244,496,553

As atParticulars

5.1 The requisite particulars in respect of secured borrowings are as under :-

ParticularsAs atst31 March 2014

As atst 31 March 2013

Particulars of security/guarantees//

default

Terms ofRepayment

Amount in (`)

Union Bank Of India- Term Loan - 1

Balance Outstanding

Current Maturity


Punjab National Bank- Term Loan

Balance Outstanding

Current Maturity


224,231,418

224,231,418

-

25,000,000

-

25,000,000

677,774,873

450,000,000

227,774,873

“Secured against Equitable Mortgage of land measuring 19.018 acres at Sector-87 Faridabad and construction there on.

Personal Guarantee of Directors and Corporate Gurantee of Land owning Companies and SRS Real Infrastructure Ltd. (Holding Company)

Applicable rate of interest is Base Rate + 4.50 % P.A. subject to change from time to time"

“Secured against 1st charge on all fixed assets including land measuring 49Kanal 35 Marle located at village Allahpur, sector-6, palwal and Cap i t a l WIP re la ted t o t he p ro jec t .Personal Guarantee of Directors and Corporate Gurantee of Land owning Companies ( Juhi Infrastructure Private Limited and Singhal Propbuild Private Limited)

Applicable rate of interest is Base Rate + TP0.50 % + 6.00% -2.75%Concession = 14.00% p.a. with monthly rests. subject to change from time to time.”

"8 Quarterly installment commencing from October, 2012 as under: No. Amount (Per Installment) 8 11,25,00,000"

6 Quaterly stepped up installments commencing from oct to dec 2015 quarter. First two installments of Rs. 1.50 cr each and remaining four installments of Rs. 4.25 cr.

Refer Note No. 5.1

5 Long-Term Borrowings



77


As atst31 March 2013


default

Terms ofRepayment

Amount in (`)

UBI TERM LOAN - Term Loan - 2

Balance Outstanding

Current Maturity


Oriental Bank Of Commerce- Term Loan

Balance Outstanding

Current Maturity


CBI Term Loan

Balance Outstanding

Current Maturity


Canara Bank Term Loan

Balance Outstanding

Current Maturity


63,649,562

-

63,649,562

281,512,994

-

281,512,994

255,881,537

50,000,000

205,881,537

727,044,653

727,044,653

14,222,208

-

14,222,208

-

-

-

-

-

“Secured against Equitable Mortgage of Project land admeasuring 6.4375 Acres at Sector - 6, Palwal and construction thereon. Escrow account.

Personal Guarantee of Directors and Corporate Gurantee of SRS Retreat Services Ltd. and SRS Real Infrastructure Ltd. (Holding Company)

Applicable rate of interest isBase Rate + 4.25% = 14.75% p.a. " “Secured against Equitable Mortgage of Project land (Including Proposed Building) acquired in collaboration with Sky High Colonizers Pvt. Ltd. (now merged with SRS Retreat Services Ltd) Pari Passu charge on the chargeable Current Assets of the project.


Applicable rate of interest is Base Rate + 3.25 % P.A. +0.50% T.P. subject to change from time to time "

"Secured against Equitable Mortgage of Project land (Including Proposed Building) acquired in collaboration with Sky High Colonizers Pvt. Ltd. (now merged with SRS Retreat Services Ltd) Pari Passu charge on the chargeable Current Assets of the project.


Applicable rate of interest is Base Rate + 4 % P.A. subject to change from time to time”

"COLLATERAL SECURITY :1. Khewat no:-128/110 khatoni no:-154 khatoni no:-113 27 kenal 6.5 marla in the name of the company situated at village baselwa Tehsil + distt:-faridabad.2. khewat no:-khatoni no:-202/242 M.N 47 Kila no:-2/3 78 kenal 18 marla in the name of the company.3. khewat no:-173/205 , 312/375 , 326/392 , 202/242 Total area 78 kenal 18 marla in the name of Real Infrastructure ltd . Applicable rate of interest is Base Rate + 3.75 % P.A. subject to change from time to time"

Start from Qtr 1 of F.Y. 2015-16 and the loan will be repaid in 8 equal quarterly installments of Rs. 2.50 cr.

"8 Quarterly installment with a moratorium of 36 months starting from

th25 sep., 2015 from the date of first disbursement. No. Amount (Per Installment) 8 5,00,00,000"

"8 Quarterly installment commencing from March , 2015 as under:No. Amount(Per Installment) 8 5,00,00,000"

"8 Quarterly installment commencing from June , 2015 as under:No. Amount(Per Installment) 8 137500000"

Tata Cap. Housing Finance Ltd

Balance Outstanding

Current Maturity


78,445,415

78,445,415

-

-

“Equitable Mortage of the following property: Pre-identified 81 unsold flats (alongwith proportionate undivided rights rights in land) forming part of group housing colony named 'SRS Residency' been constructed by borrower on land measuring 15.06 acres at sector 88 , faridabad. Hypothecation of all Receivables of the SRS Residency Project land and constructions thereon. Lien on units in the project.

Personal Guarantee of Director and Corporate Gurantee of SRS Real Infrastructure Ltd. (Holding Company)

Applicable rate of interest is 15.25 % P.A. on monthly reducing & floating rate basis"

Repayable within 15 equal monthly installments.



78


Balance Outstanding

Current Maturity


Summary

Balance Outstanding

Current Maturity


10,374,042

4,186,690

6,187,352

1,666,139,621

356,863,523

1,309,276,098

2,638,533

1,230,431

1,408,102

694,635,614

451,230,431

243,405,183

“Secured against hypothecation of specified vehicles of the Company.."



As atst31 March 2013


default

Terms ofRepayment

Amount in (`)

Thus the aggregate amount of loan guaranteed by Directors is 16557.65 Lacs (PY 6919.97 Lacs)

6 Deferred Tax Liabilities (Net)

31-Mar-14 31-Mar-13

Deferred Tax Liability Fixed Assets 2,842,376 3,133,232

Total Deferred Tax Liability (A) 2,842,376 3,133,232

Deferred Tax Assets

Provision for Bonus 84,796 92,436 Provision for Employees Benefits 800,859 627,526 Total Deferred Tax Assets (B) 885,655 719,962

Deferred Tax Liabilities (Net) (A-B) 1,956,721 2,413,270

As atParticulars

Amount in (`)

7. Other long term liabilitiesAmount in (`)

31-Mar-14 31-Mar-13

Security Deposits Payable 39,477,804 -

Total 39,477,804 -

ParticularsAs at

8. Long-Term Provisions

31-Mar-14 31-Mar-13

Provision for Employee Benefits* 2,403,436 1,828,157

Total 2,403,436 1,828,157

ParticularsAs at

Amount in (`)

*Also refer Note No 34

31-Mar-14 31-Mar-13

Bank Overdraft - Secured* 4,731,892 866,334

Demand loan (Unsecured)

- From Others 34,851,457 -

Total 39,583,349 866,334

ParticularsAs at

Amount in (`)9. Short-Term Borrowings

*Secured against Fixed deposits



79

10. Trade Payables

31-Mar-14 31-Mar-13

Dues of MSMEs* - -

Dues of other than MSMEs 70,180,799 103,281,964

Total 70,180,799 103,281,964

ParticularsAs at

Amount in (`)


11. Other Current Liabilities

Amount in (`)

31-Mar-14 31-Mar-13

Current Maturities on Long Term Debts 356,863,523 451,230,431

Advance from Customers 1,401,135,346 1,654,685,068

Advance income received 28,000 29,000

Interest Accrued but not due on Term Loans 10,629,397 1,917,267

Security Deposit / Retentions 24,559,753 48,884,053

Book Overdraft 1,839,748 465,298

Other Payables

-Employee 3,342,183 3,500,475

-Auditors 1,023,600 1,011,240

-Statutory Dues 12,636,726 14,979,631

-Other * 394,645,628 2,594,579

Total 2,206,703,904 2,179,297,042

ParticularsAs at

* includes external development charges/ internal development charges and interest payable thereon amounting to Rs. 378,909,892 (P.Y. Rs.865,572)

12. Short-Term Provisions

31-Mar-14 31-Mar-13

Provision for Taxation (Net of advance tax & TDS) - 2,462,869

Provision for Expenses 60,264,522 122,101,456

provision for wealth tax 65,663

Provision for Employee Benefits * 64,924 105,965

Total 60,395,109 124,670,290

ParticularsAs at

-

* Also refer Note No 34

Amount in (`)



80

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81

31-Mar-14 31-Mar-13

8,460,305 42,295,359

Total 8,460,305 42,295,359

Other Bank Balances-Restricted Cash

ParticularsAs at

Fixed Deposits kept as margin against bank guarantee

& Bank overdraft (Refer Note 19.1)

Amount in (`)

15. Other Non-Current Assets

31-Mar-14 31-Mar-13

Security Paid 8,781,570 8,626,750

Total 8,781,570 8,626,750

ParticularsAs at

14. Long Term Loans & Advances

Amount in (`)

16. Current Investments (Current, Non-Trade, Quoted, at cost)

Amount in (`)

31-Mar-14 31-Mar-13

50000 (Previous year 50,000) units

UBI KBC Equity Fund Growth of Rs. 10/- each 500,000 500,000

50000 (Previous year 50,000) units

UBI KBC Equity Fund Growth of Rs. 10/- each 500,000 500,000

Total 1,000,000 1,000,000

ParticularsAs at

Note: All the above units are fully paid up.

Aggregate amount of unquoted investments - -

1,000,000 1,000,000

Market Value of quoted investment 1,226,000 1,047,000

Aggregate amount of quoted investments

31-Mar-14 31-Mar-13

(As taken, valued & certified by the Management)

Project-in-Progress (Refer Note No. 25) 2,556,117,400 1,716,856,870

Finished goods of Constructed Properties 163,199,426 134,905,926

Building Material at Site 5,448,185 17,216,190

Total 2,724,765,011 1,868,978,986

ParticularsAs at

17. InventoriesAmount in (`)



82

18. Trade ReceivablesAmount in (`)

31-Mar-14 31-Mar-13


i. Debts outstanding for a period exceeding six months 150,027,492 80,930,612

ii.Others 255,401,981 523,197,966

Total 405,429,473 604,128,578

ParticularsAs at

19. Cash & Bank BalancesAmount in (`)

31-Mar-14 31-Mar-13

(A) Cash & Cash Equivalents Cash in hand 7,117,718 11,014,287 Balances with Schedule banks -in current accounts 84,629,062 40,365,689 -in deposit accounts (refer note no 19.1) 3,477,832 51,852,176

(B) Other Bank Balances -in deposit accounts (refer note no 19.1) 52,743,255 21,804,343

Total 147,967,867 125,036,495

ParticularsAs at

19.1

Particulars

FDR Balances with Bank Total Kept as margin

Money against

bank guarantees &

Bank Over draft

Free from

any lien

Total Kept as margin

Money against

bank guarantees &

Bank Over draft

Free from

any lien

Deposit Account with Bank

-Upto 3 months maturity from date of

acquisition

3,477,832 3,477,832 - 51,852,176 1,852,176 50,000,000

Shown as Cash Equivalent 3,477,832 3,477,832 - 51,852,176 1,852,176 50,000,000

-Upto 12 months maturity from date of

acquisition

6,826,876 6,826,876 - 9,494,843 9,494,843 -

-Maturity more than 12 months but

within one year from the reporting date

45,916,379 45,916,379 - 12,309,500 12,309,500 -

Shown as Current Assets 52,743,255 52,743,255 - 21,804,343 21,804,343 -

-Maturity more than 12 months but after

one year from the reporting date

8,460,305 8,460,305 - 42,295,359 42,295,359 -

Shown as Non-Current Assets 8,460,305 8,460,305 - 42,295,359 42,295,359 -

Total 64,681,392 64,681,392 - 115,951,878 65,951,878 50,000,000

As at 31- Mar- 2014 As at 31- Mar- 2013



83

20. Short-Term Loans & Advances (Unsecured considered good)

31-Mar-14 31-Mar-13

Loans to Related Parties*

- to ultimate holding Company 249,066,126 -

- to holding Company 131,156,874 156,951,601

- to Other related parties 1,920,290 -

Loans to Others 198,513,442 268,163,831

Advance for Future Projects 515,783,515 85,504,580

Advance Recoverable in Cash or in

kind or for Value is to be received 3,682,408 17,737,230

Income Tax Paid under protest 655,660 655,660

Security Paid 360,000 -

Balance with excise and sales tax 28,407,781 -

Advance to Suppliers/Contractors 263,778,773 227,735,113

Total 1,393,324,869 756,748,015

ParticularsAs at

Amount in (`)


21. Other Current Assets

Amount in (`)

31-Mar-14 31-Mar-13

Interest Accrued on Fixed Deposits 6,108,517 3,848,306

Unbilled revenue 115,788,774 324,703,661

Prepaid Expenses 2,945,074 2,542,018

Advance Income tax (Net of Income Tax) 937,892 -

Advance Others 5,076,856 4,643,717

Total 130,857,113 335,737,702

ParticularsAs at



84

24. (Increase)/Decreease in InventoriesAmount in (`)

31-Mar-14 31-Mar-13

Opening Stock 134,905,926 59,222,960

Closing Stock 163,199,426 134,905,926

Total (28,293,500) (75,682,966)

ParticularsFor the year ended

25. Cost of Sale of Developed PropertiesAmount in (`)

31-Mar-13

1,716,856,870 1,691,559,790

26,234,375 5,855,403 (12,512,013) 400,000 65,564,994 15,098,023

426,247,538 417,546,110 770,640,047 984,366,599

32,388,366 31,600,576 165,072,977 247,393,267

338,657 207,946

7,897,961 12,978,948

3,198,729,772 3,407,006,662

1,018,602,829 1,690,149,792

375,990,457 -

2,556,117,400 1,716,856,870

For the year ended

31-Mar-14

Cost of Construction /ProjectsBalance as per last year Add: incurred during the year

Cost of land Amount paid to collaborators Govt. Charges

Building Material Consumed Construction Cost

Employee Cost Finance Cost Depreciation

Other Expenses

Less: -Cost of Projects charged to Statement of Profit & Loss A/c

-Cost of Projects transferred from Holding Co.

Balance Carried to Balance Sheet

Particulars

23. Other IncomeAmount in (`)

31-Mar-14 31-Mar-13

Interest received 76,985,541 18,691,067 Rent Received 161,200 161,200

Reversal of provisions for diminution in the value of investment - 35,000 Profit on sale of investments - 30,223

Other Non-operating Income 960,041 3,528,228

Total 78,106,782 22,445,718


22. Revenue from Operations

31-Mar-14 31-Mar-13

Sale of Constructed Properties/Plots/Land 1,024,721,926 1,551,640,477 Sale of Securities held for sale - 151,741,280 Other Operating Income 59,319,678 99,710,181

Total 1,084,041,604 1,803,091,938


Amount in (`)



85

26. Employee Benefit ExpenseAmount in (`)

31-Mar-14 31-Mar-13

Salaries, Wages, allowances and bonus 38,884,132 35,618,849

Contribution to Provident fund & Other funds 2,421,099 2,392,300

Provision for Employee's benefits (Refer Note No.34) 534,238 435,344

Staff Welfare Expenses 1,256,441 1,573,314

43,095,910 40,019,807

Less: Allocated to Projects 32,388,366 31,600,576

Total 10,707,544 8,419,231


27. Financial ExpensesAmount in (`)

31-Mar-14 31-Mar-13

Interest on:

-Term Loans 158,675,153 143,456,105

-Cash Credit/Overdraft 13,510 12,775,681

-EDC/IDC 18,144,220 81,525,103

-Other 5,512,399 1,656,114

Interest on Income tax 118,487 365,258

Bank and other Financial Charges 19,208,250 19,179,277

201,672,019 258,957,538


Total 36,599,042 11,564,271


28. Depreciation and AmortisationAmount in (`)

31-Mar-14 31-Mar-13

Depreciation 7,198,582 6,943,473

Amortisation - 231,396

7,198,582 7,174,869

Less: Allocated to Projects 338,657 207,946

Total 6,859,925 6,966,923




86

29. Other ExpensesAmount in (`)

31-Mar-14 31-Mar-13

Rent 1,809,882 3,210,820

Insurance 791,065 791,096

Repairs and Maintenance - others 1,212,045 1,518,041

Electricity & Water Expenses 2,780,808 4,961,259

Vehicle Running & Maintenance 1,101,120 779,722

Rate & Taxes 65,663 -

Legal & Professional Charges 3,403,407 3,795,415

Payment to Auditors (Refer Note no. 29.1) 1,195,117 1,244,050

Travelling & Conveyance 2,943,472 2,834,184

Printing & Stationery 754,427 1,525,011

Postage, Telegram & Telephone 1,535,353 2,117,470

Security , CAM charges & Housing Keeping 3,420,541 2,542,563

Donation 1,520,100 1,758,751

Loss on Sale of Fixed Assets 802,594 92,080

Prior Period Expenses 331,089 73,306

Other Expenses 5,306,909 2,746,840

Business Promotion 1,976,062 2,308,616

Commission 28,200,206 43,911,461

Advertisement & Publicity 2,531,781 14,758,695

61,681,641 90,969,380


Total 53,783,680 77,990,432


29.1 Payment to AuditorsAmount in (`)

31-Mar-14 31-Mar-13

-As Auditors 898,880 898,880

-For Taxation Matters 224,720 224,720

-For Reimbursement of Expenses 71,517 120,450

Total 1,195,117 1,244,050




87

2013-14 2012-13 2013-14 2012-13

9.00% 8.20% 9.00% 8.20%

6.50% 5.50% 6.50% 5.50%

NA NA NA NA

27.13 27.54 27.13 27.54

GratuityParticulars

Salary increase (taking into account inflation, seniority, promotion and other relevant factor)

Expected Rate of Return on Plan Assets

Average Outstanding Service of Employees upto retirement (years)

Earned Leave

Discount Rate (based on the market yields available on Government bonds at the accounting date with term that matches that of the liabilities)

a. Particularsst As at 31

March 2014

stAs at 31

March 2013

Contingent Liabilities

11,540,956 18,227,000 - Outstanding Bank Guarantees 148,328,330 163,851,000

- Corporate Guarantee on behalf of Holding Company 724,400,000 724,400,000

- Corporate Guarantee to Body Corporate 250,000,000 250,000,000

- Taxation Matters 1,311,312 1,311,312

Commitments

- Capital Commitments: Nil Nil Estimated amount of contracts remaining to be executed

on capital account and not provided for

- Contingent Liabilities not provided for in respect of Legal Matters'

30 Contingent Liabilities & Commitments

Amount in (`)

b. The Company has during the year received notice from Excise & Taxation commissioner, Haryana, seeking to impose VAT on the transaction of sale of flats, floors & villas during or before construction for the year 2010-11 to 2012-13. The Company has challenged the view of Excise & Taxation Department and has filed a Civil Writ Petition before the High Court for the States of Punjab and Haryana contemplating that VAT is not applicable on real estate developers under HVAT Act.

However, if any demand is imposed in respect of levy of Sales tax on above transaction, the company is entitled to recover the same from the customers to whom flats have been sold or with whom agreement for sale have been entered into. Hence, VAT if levied, shall not impact the revenue of the Company

31. 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 have been made.

32. 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 are being made in accordance with respective Collaboration Agreements and the total cost of the same is charged to the respective projects.

33. 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. Further during the year no interest has been paid or payable under the terms of the said Act.

34. Employee Benefits

a. Defined Benefit Plans :-

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.

The following tables summarize the components of net benefit expense recognized in the Statement of Profit & Loss and amounts recognized in stthe balance sheet for the respective plans (as per Actuarial Valuation as on 31 March 2014).

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



88

Amount in (`)

2013-14 2012-13 2013-14 2012-13

531,355 453,365 1,402,767 1,045,413

- - - -

47,822 37,176 126,249 85,724

- - - -

197,663 178,446 495,531 433,423

- - - -

- - - -

- - - -

(144,700) (137,632) (188,327) (161,793)

632,140 531,355 1,836,220 1,402,767

Gratuity

Current Service Cost

Curtailment Cost/ (credit)

Settlement Cost/ (credit)

Particulars

Present Value of Defined Benefit Obligation at the beginning of the year

Earned Leave

Present Value of Defined Benefit Obligation at the end of the year

Acquisition Adjustment

Interest Cost

Past Service Cost

Benefits Paid

Actuarial (gain) / loss on obligation

stNet Asset / (Liability) recognized in the Balance Sheet as on 31 March 2014:

2013-14 2012-13 2013-14 2012-13

632,140 531,355 1,836,220 1,402,767

- - - -

(632,140) (531,355) (1,836,220) (1,402,767)

- - - -

- - - -

(632,140) (531,355) (1,836,220) (1,402,767)

Gratuity

Present Value of Defined Benefit Obligation at the end of

the year

Fair Value of Plan Assets at the end of the year

Funded Status / Difference

Earned LeaveParticulars

Net Asset / (Liability) recognized in the Balance Sheet

Excess of Actual over estimated

Unrecognised Actuarial (Gains)/ Losses

stNet Employees Benefit Expense (recognized in the Statement of Profit & Loss for the year ended 31 March 2014:

Amount in (`)

2013-14 2012-13 2013-14 2012-13

197,663 178,446 495,531 433,423

- - - -

47,822 37,176 126,249 85,724

- - - -

- - - -

- - - -

(144,700) (137,632) (188,327) (161,793)

100,785 77,990 433,453 357,354

Interest Cost

Gratuity

Curtailment Cost/ (credit)

Settlement Cost/ (credit)

Net actuarial (gain) / loss recognized in the year

Expected return on plan assets

Expenses recognized in the statement of Profit & Loss

Earned LeaveParticulars

Current Service Cost

Past Service Cost

stBifurcation of Obligation at the end 31 March 2014 :

Amount in (`)

2013-14 2012-13 2013-14 2012-13

19,432 32,376 45,492 73,589

612,708 498,979 1,790,728 1,329,178

632,140 531,355 1,836,220 1,402,767

Particulars

Current Liability (Short Term)

Non Current Liability (Long Term)

Total

Earned Leave Gratuity

Amount in (`)

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



89

b) Contribution to Defined Contribution Plans :

Particulars

2013-14 2012-13

Provident Fund & Other Funds 2,421,099 2,392,300

Amount

35 Segment Reporting

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.

36 Related Party Disclosure

As per Accounting Standard (AS)-18 “Related Party Disclosures”, the Company’s related parties and transactions are disclosed below:

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

Ultimate Holding Company

BTL Holding Company Limited

(formerly known as BTL Investments & Securities Ltd.) (w.e.f. 18.07.2013)

b. Holding Company SRS Real Infrastructure Limited

c. Fellow Subsidiaries

SRS Retreat Services Limited

SRS Automotive Components Pvt. Ltd. (formerly known as SRS I-Tech Private Limited)

Auspicious Real Estate Limited (from 03.05.2013)

Grand Realtech Limited (from 18.04.2013)

Nav Nirman Realtech Limited (from 27.04.2013)

SRS Natural Resources Limited (from 18.04.2013)

d. Subsidiary of Ultimate Holding Company SRS Limited (from 18.7.2013)

e. Associatesth SRS Professional Services Limited (upto 18 October 2012)*

th SRS Hitech Project Limited (Formerly known as SRS Components (India) Limited) (upto 18 October 2012)*

f. Related parties & relationships

i. Key Management Personnel Mr. Vinod Jindal - Whole Time Director Mr. Rajesh Singla - Whole Time Director** Mr. Nanak Chand Tayal - Whole Time Director

ii Enterprises owned or significantly influenced by KMP and/or their Relatives

SRS Finance Limited

SRS Limited (till 17.7.2013)

SRS Global Securities Limitedth * ceased to be associated w.e.f. 18 October 2012, hence transactions for the current year are not required to be disclosed.

** ceased to be whole time director w.e.f 18th Feb., 2014

Amount in (`)



90

g) Transactions with related Parties :

Amount in (`)

S. No. Name of the Party Nature 2013-14 2012-13

1 BTL Holding Company Limited 16,390,059 35,487,764 35,338,105

249,066,126 268,163,831

2 SRS Real Infrastructure Ltd. Expense 207,711 - Income 60,000 60,000 Assets 541,743,074 679,855,828 Assets 567,466,680 529,049,449 Liability 10,051,199 Income 25,484,834 6,828,025 Liability 410,000 Expense 1,064,802 Expense 18,299,092 22,333,224

Assets 375,990,457

Liability 375,371,169

Assets 131,227,995 156,951,601 Assets 266,117 Liability 2,105,663 1,349,000

90,842,500 90,842,500

724,400,000 724,400,000 3,264,900,000 2,004,900,000

3 SRS Retreat Services Limited Expense 26,234,375 Income 917,656

Income 34,695

Expense 4,427,240

2,004,900,000 2,004,900,000 Assets 948,881

4 SRS Finance Limited Expense 60,000 60,000 Expense 175,843

250,000,000 250,000,000

5 SRS Limited Assets 122,600 2,128,959 Expense 478,781 Expense 3,219,105 8,948,161 Expense 1,700,000

Liability - 102,360 Liability 489,122

Nature of Transaction

Reimbursement of Expenses

Rent Received

Trade Payables

Advance received

Rent Paid

Reimbursement of expenses

Office Rent (Net of Service tax)

Purchase of Fixed Assets

Closing Balance

Purchase of Land

Off Balance Sheet Items

Corporate Guarantee given

Off Balance Sheet item

Interest Income

Loan & Advance received back

Loan Repaid

Loan & Advance given

Closing Balance

Purchase of Materials

Interest Income

Payment made on our behalf

Loan & Advance given (including interest)

Rent Paid

Reimbursement of Expenses

Trade Payables

Closing Balance:

Corporate Guarantee taken



Advance to Supplier

Bank Guarrantee Taken

Corporate Guarantee taken

Transfer of Current Liabilities from Holding Company

Transfer of Current Assets from Holding Company

Loan & Advance givenLoan & Advance received backInterest Income

Closing Balance:


Corporate Guarantee given

Loan taken

cam charges



91

Amount in (`)

S. No. Name of the Party Nature 2013-14 2012-13Nature of Transaction

6 SRS Global Securities Limited Income 151,741,280

Loan Taken 6,030,000

Loan Repaid 6,030,000 Assets 123,372,500 Assets 122,401,091 Income 1,079,343

971,409 Assets 98,736,280 151,741,280

7 SRS Hitech Projects Limited Assets 32,400,000

30,100,000

Assets 2,300,000

8 Mr. Vinod Jindal Expense 1,435,668 1,494,348

Liability 119,639 114,749

9 Mr. Rajesh Singla Expense 612,157 720,660

Liability 52,221

10 Mr. Nanak Chand Tayal Expense 690,216 720,660

Trade Receivables

Advance given for future projects

Payment received against advance given

Closing Balance

Advance recoverable against future

Director’s Remuneration

Closing Balance

Amount Payable


Closing Balance

Amount Payable


Interest Income

Closing Balance

Sale of Securities


Loan & Advance received back


Closing Balance

Amount Payable

37. In accordance with Accounting Standard "AS-19 on Leases" the following disclosures in respect of operating leases is made as under:

A. Assets taken on operating lease:

a) The Company has taken an office on non-cancellable operating lease.

b) Sub-lease payments recognised in P&L Account amounting ₹ 18,09,882 (PY ₹ 32,10,820)

c) Future commitments in respect of minimum lease payment payable in respect of aforesaid lease entered by the Company are as follows:

As at 31.03.2014

As at 31.03.2013

871,200 2,803,831

- 4,316,728

- 165,000

Particulars



c) Later than five years

Amount in (`)

B. Assets given on operating lease:

a) The Company has not given an property/office on operating lease.

38. “Earning per Share” computed in accordance with Accounting Standard (AS)-20 “Earning Per Share” :

Liability 57,518 52,721



92

Amount in (`)

31-Mar-14 31-Mar-13

a) Numerator:Net Profit after taxation as per Statement of Profit & Loss 9,945,558 8,808,724

b) Denominator:

Weighted average no. of equity shares for the year 16,763,312 15,793,449

Weighted average no. of diluted equity shares for the year 16,763,312 16,763,312

c) Face Value per share (in Rs.) 10 10

d) Earning per Share (EPS):

-Basic (in Rs.) 0.59 0.56

-Diluted (in Rs.) 0.59 0.53

Particulars For the year ended

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

40 All amounts in the financial statements are presented in Rupees and rounded off to nearest rupee.st41 Note 1 to 40 are annexed to and form an integral part of Balance Sheet as at 31 March 2014 and Statement of Profit & Loss for

the year ended as on that date.



93



(Ruchi Jain)Partner

M.No. 099920


DIN No. 00005563




M.No. 00009745


M.No. 29951


M.No. 093214


New Delhi« «


Consolidated Balance Sheet



94

Independent Auditors' Report

To,The Board of Directors,SRS Real Infrastructure LimitedFaridabad

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of SRS Real Infrastructure Limited, (“the Company”) and its subsidiaries, associates and joint ventures (hereinafter collectively referred to as the “Group”), which comprise the consolidated Balance Sheet as at March 31, 2014, and the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on the financial statements of the subsidiaries and joint ventures as noted below, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

I) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014;

ii) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Other Matter

We did not audit the financial statements of an associate wherein the group's share of profit of Rs. 327,670 included in the consolidated financial statement of the company. These financial statements have been audited by other auditor whose report has been furnished to us and our opinion is based solely on the report of other auditor.

Financial statements of certain subsidiaries and jointly controlled entity which reflect total assets (net) of Rs. 5,316,246,490 as at March 31, 2014, total revenue (net) of Rs. 1,210,311,569 and net cash flows amounting to Rs.11,541,970 for the year then ended, have been audited by one of us or jointly by one of us with other auditor.

Our opinion is not qualified in respect of these matters.

For Naresh Jai & Associates Chartered Accountants Firm Reg. No. 019082N

Naresh Goyal Partner Membership No.501487

For S S Kothari Mehta & Co. Chartered Accountants Firm Reg. No. 000756N Yogesh Gupta Partner Membership No.093214 Place : Faridabad Date : May 28, 2014



95

EQUITY AND LIABILITIESShareholder's funds

Share capital 3 201,016,000 201,016,000 Reserves and surplus 4 2,062,678,026 2,012,500,915

2,263,694,026 2,213,516,915

Non-current liabilitiesLong-term borrowings 5 1,895,572,911 816,466,320

Deferred tax liability (net) 6 24,656,650 10,672,055

Other long term liabilities 7 61,673,059 75,124,308

Long-term provisions 8 3,946,219 2,965,511

1,985,848,839 905,228,194 Current liabilities

Short-term borrowings 9 1,216,943,360 1,087,245,572

Trade payables 10 276,168,807 306,394,280

Other current liabilities 11 3,219,135,400 3,527,504,397 Short-term provisions 12 70,460,167 175,586,672

4,782,707,734 5,096,730,921

Total 9,032,250,599 8,215,476,030

ASSETS

Non-current assets

Fixed Assets

Tangible assets 13.1 696,872,773 537,120,963

Intangible assets 13.313.2

5,767,518 6,412,286

Capital work in progress 274,923,036 227,620,318

977,563,327 771,153,567 Non-current investments 14 58,700,860 -

Long-term loans and advances 15 84,540,038 24,824,225

Other non-current assets 16 46,985,229 94,414,335

1,167,789,454 890,392,127

Current assets

InventoriesCurrent investments

1817

3,957,513,1081,000,000

3,274,007,9381,000,000

Trade receivables 19 1,783,160,184 2,225,977,297

Cash and bank balances 20 295,454,873 232,681,230

Short-term loans and advances 21 1,593,496,928 1,190,518,912

Other current assets 22

2

233,836,052 400,898,526

7,864,461,145 7,325,083,903

Total 9,032,250,599 8,215,476,030

PARTICULARS Note No. As at

March 31,2014As at

March 31,2013

Consolidated Balance sheet as at March 31, 2014 Amount in `


The accompanying notes 1 to 46 form an integral part of the consolidated financial statements










DIN : 00088125


DIN : 00009745


DIN : 00005585



96

2

PARTICULARS Note No. For the year ended


March 31,2013

Consolidated Statement of profit and loss for the year ended March 31, 2014 Amount in `



REVENUE

Net revenue from operations

Gross revenue from operations

23 9,503,002,365

9,505,218,416

10,484,016,001

10,491,557,013

Other income

Less: Excise Duty

24 70,746,089

2,216,051

35,113,377

7,541,012

Total Revenue 9,573,748,454 10,519,129,378

EXPENSES

Cost of materials consumed 25 62,738,512 179,188,182

Cost of sale of developed properties 26 1,604,128,902 2,796,457,866

Purchase of stock-in-trade 27 7,603,884,003 7,255,903,957

Change in inventory 28 (257,881,867) (168,328,936)

Employee benefits expense 29 31,337,318 25,848,009

Financial expenses 30 234,706,627 139,909,092

Depreciation and amortisation expenses 31 23,681,827 22,130,722

Other expenses 32 196,987,702 170,533,711

9,499,583,024

10,421,642,603

Profit before tax and share of profit/(loss) in associate 74,165,430

97,486,775

Tax expense :

Current tax 18,226,874

33,132,420

Deferred tax 13,984,595

2,948,365

MAT credit entitlement (5,838,148) (48,730)

Earlier year tax (2,057,332)

348,963

Total tax expense 24,315,989

49,849,441

327,670

36,381,018

61,105,757

-

Profit before share of profit/(loss) in associate

Share of profit/(loss) in associate

Net profit for the year 50,177,111 61,105,757

Earning per share

Face value per equity share (in Rs.) 1.00 1.00

Basic & diluted (in Rs.)

33

0.25

0.30










DIN : 00088125


DIN : 00009745


DIN : 00005585



97



March 31,2013

Consolidated Cash Flow Statement for the year ended March 31,2014

Amount in `

A Cash flow from operating activities Profit before tax 74,165,430 97,486,773 Adjustment for: Depreciation and amortisation expenses 24,225,069 22,130,724 Interest expense 501,836,166 139,909,092 Loss / (profit) on sale of fixed assets 2,710,266 663,745 Fixed assets written off - 1,786,730 Bad debts 296,146 249,980 Provision for doubtful debts (884,433) 6,000,000 Balances written off 4,687,719 952,547 Provision for diminution in the value of investment - (35,000) Interest income (64,064,494) (94,941,807)

Operating profit before working capital changes 542,971,869 174,202,784 Adjustment for (increase)/decrease in operating assets : Trade Receivable 407,349,248 44,893,864 Short Term Loan & Advances (405,287,704) 656,252,890 Long Term Loan And Advances (59,715,813) (11,188,218) Other Current Assets 181,239,513 368,448,724 Inventories (604,958,093) 1,189,033,947

(481,372,849) 2,247,441,207 Adjustment for increase/(decrease) in operating liabilities : Trade Payables 2,348,613 (1,351,015,917) Long Term Provisions 980,708 603,471 Other Long-Term Liabilities (13,451,250) 6,124,308 Other Current Liabilities (378,902,838) 321,649,647 Short Term Provisions (61,823,341) 122,211,969

(450,848,108) (900,426,522)

Cash (used in)/from operations (389,249,088) 1,521,217,469

Direct taxes paid (35,954,839) (48,476,232)

Net cash flow (used in)/from operating activities (425,203,927) 1,472,741,237

B Cash flow from investing activities (Purchase) of fixed assets (383,826,944) (1,150,841,257) Proceeds from sale of fixed assets 52,837,881 34,006,571 (Purchase) of investments (58,373,190) - Proceeds from sale of investments - 1,000,000 Investment in Fixed Deposits (15,659,245) (42,853,734) Interest received 55,513,814 110,527,346

Net cash flow from/ (used in) investing activities (349,507,684) (1,048,161,074)

C Cash flow from financing activities Proceeds from long term borrowings 1,751,124,019 264,706,184 Repayments of long term borrowings (592,981,023) (815,184,380) Proceed from short term borrowings (net) 138,727,788 367,570,926 Dividend paid (23,517,867) (23,362,582) Interest paid (498,971,875) (146,299,055)

Net cash flow from/ (used in) financing activities 774,381,042 (352,568,907)

Net increase/ (decrease) in cash and cash equivalent (A+B+C) (330,569) 72,011,256

Cash and cash equivalent at the beginning of the year 175,877,031 103,865,775 Cash and cash equivalent at the end of the year 175,546,462 175,877,031

Net increase/ (decrease) in cash and cash equivalent (330,569) 72,011,256











DIN : 00088125


DIN : 00009745


DIN : 00005585



98

Summary of significant accounting policies and other explanatory notes

1 Consolidation of Accounts:

1.1 Overview of the Group

SRS Real Infrastructure Limited (‘SRIL’ or the ‘Company’), was originally incorporated as private limited Company in the name and style of “Manu Leasing Private Limited” with the Registrar of Companies, NCT of Delhi and Haryana vide certificate of incorporation dated June 26, 1990. Subsequently, the Company was converted into Limited Company vide fresh certificate of incorporation dated December 30, 1994. Further the name of the Company was changed to “Manu Finlease Limited” pursuant to a fresh certificate of incorporation dated March 9, 1995 and again changed to “Manu Leasing Limited” on November 19, 1997. Subsequently, the name of the company was changed to “SRS Real Infrastructure Limited” vide fresh certificate of incorporation dated March 28, 2007.

The company operates together with its subsidiaries, joint ventures and associates(collectively referred to as the 'Group') as a real estate developer primarily covering residential and commercial projects. The operations of the group span all aspects of real estate development, from the identification and acquisition of land, to the planning, execution and marketing of the projects. The group is also into trading of building material and manufacturing of RMC. The Company’s registered office is situated at SRS Multiplex, Top Floor, City Centre, Sector-12, Faridabad-121007.

1.2 Basis of preperation

Consolidated Financial Statements are prepared to comply in all material respects with all the applicable accounting principles in India, the applicable accounting standards notified under section 211(3C) of the Companies Act, 1956 read with general circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013 and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the group and are consistent with those used in the previous year.

1.3 Principles of consolidation

The consolidated financial statements include the financial statements of the parent company, its subsidiaries, joint venture and the associate companies. The consolidated financial statements have been prepared in accordance with Accounting Standard (AS-21) on “Consolidated Financial Statements”, Accounting Standard (AS-27) on “Financial reporting of interest in joint ventures” and Accounting Standard (AS-23) on "Accounting for Investments in Associates in Consolidated Financial Statements"notified pursuant to the Companies (Accounting Standards) Rules, 2006 issued by the Central Government in exercise of the power conferred under sub-section (I) (a) of section 642 of the Companies Act, 1956 (the ‘Act’). The consolidated financial statements are prepared on the following basis:

a) 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 and resulting unrealised profit or loss.

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.

b) The excess of the share of the equity in the respective subsidiary over and above the cost of its investments in each of the subsidiaries to the parent company on the acquisition date is recognised in the financial statements as capital reserve and carried forward in the accounts.

c) The company’s share of assets, liabilities, income and expenses of the joint ventures are consolidated using the proportionate consolidation method. Intra-group balances, intra-group transactions and unrealised profits are eliminated to the extent of company’s proportionate share.

d) Investments in associates are accounted for using the equity method. The excess of cost of investment over the proportionate share in equity of the associate as at the date of acquisition of stake is identified as goodwill and included in the carrying value of the investment in the associate. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the share of net assets of the associate. However, the share of losses is accounted for only to the extent of the cost of investment. Subsequent profits of such associates are not accounted for unless the accumulated losses (not accounted for by the Group) are recouped. Where the associate prepares and presents consolidated financial statements, such consolidated financial statements of the associate are used for the purpose of equity accounting. In other cases, standalone financial statements of associates are used for the purpose of consolidation.

e) Notes to consolidated financial statements, represents notes involving items which are considered material and are accordingly duly disclosed. Materiality for the purpose is assessed in relation to the information contained in the consolidated financial statement. Further, additional statutory information disclosed in separate financial statments of the subsidiary and/ or a parent having no bearing on the true and fair view of the consolidated.

f) The financial statements of the entities used for the purpose of consolidation are drawn up to the same reporting date as that of the company i.e. year ended 31st March, 2014

g) List of subsidiary companies which are included in the consolidation and the parent company's holding therein are as under:

March 31, 2014 March 31, 2013

100% 100% India100% 100% India100% 100% India

100% - IndiaGrand Realtech Limited 100% - India

100% - India100% - India

SRS Retreat Services LimitedSRS Real Estate Limited

Name of the Company

% of shareholding and voting power as on

Place of incorporation

SRS Automotive Components Private Limited (Formerly known as SRS I-Tech Private Limited)

SRS Natural Resources Limited (Formerly known as Arihant Dham Construction Limited)

Nav Nirman Realtech LimitedAuspicious Real Estate Limited



99

h) List of jointly controlled entities which are included in the consolidation and the parent company's holding therein are as under:

2 Significant accounting policies

2.1 Basis of accounting

The financial statements are prepared under historical cost convention, on accrual basis, in accordance with the generally accepted accounting principles in India and to comply with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government in exercise of the power conferred under sub-section (I) (a) of section 642 of the Companies Act, 1956 (the ‘‘Act’’), the relevant provisions of the Act and other pronouncements of Institute of Chartered Accountants of India (ICAI) to the extent applicable. All assets and liabilities have been classified as current or non-current, as per the operating cycle, wherever applicable, of the Group or other criteria, as per the guidance set out in the Revised Schedule VI to the Companies Act, 1956.

2.2 Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the date of the financial statements and the results of operations during the reporting periods. Although these estimates are based upon management’s knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognised in the current and future periods.

2.3 Revenue recognition

a) Revenue from sale of land and plots (held for resale) is recognised 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 a certainty of realisation of the consideration.

b) Revenue from sale of constructed properties is recognised on the “Percentage of Completion method” of accounting. Sale consideration receivable as per the allotment letters/agreements to sell entered into for constructed properties is recognised as revenue on the basis of percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred being 25 per cent or more of the total estimated project cost. Project cost includes cost of land (including development rights), government charges, construction costs and development/ construction materials of such properties, estimated internal development charges, external development cost. The estimates of the saleable area and costs are reviewed periodically by the management and any effect of changes in estimates is recognised in the year such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognised immediately.

With effect from April 01, 2012 in accordance with the Revised Guidance Note issued by Institute of Chartered Accountants of India (“ICAI”) on “Accounting for Real Estate transactions (Revised 2012)”, the Group revised its accounting policy of revenue recognition for all projects commencing on or after April 01, 2012 or project where the revenue is recognised for the first time on or after the above date. As per this guidance note, the revenue have been recognised on percentage of completion method provided all of the following conditions are met at the reporting date.

i. atleast 25% of estimated construction and development costs (excluding land cost) has been incurred,

ii. atleast 25% of the saleable project area is secured by the Agreements to sell/application forms (containing salient terms of the agreement to sell)

iii. and atleast 10% of the total revenue as per agreement to sell are realised in respect of these agreements

iv. all critical approvals necessasry for commencement of the project have been obtained

c) Revenue from sale of traded and manufactured goods is recognised upon transfer of significant risks and rewards incident to ownership and when no significant uncertainty exists regarding realisation of the sale consideration. Sales are recorded net of sales returns, rebates, trade discounts and price differences and are inclusive of excise duty.

d) Interest income, other than interest recovered from the customers, is accounted for on time proportion basis taking into consideration the amount outstanding and rate applicable

e) Dividend income on investment is accounted for when the right to receive the payment is established.

f) Revenue from rental contracts is recognised on pro rata basis over the period of contract as and when services are rendered.

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

March 31, 2014 March 31, 2013

50% 50% India

- 50% India

SRS Lotus Projects Pvt. Ltd

SRS RMC Gurgaon (Partnership Firm)

Name of the Company/Entity

% of shareholding and voting power as on

Place of incorporation



100

h) Revenue from securities held for trade is recognised on accrual basis.

I) Revenue from facility management services is recognised when services are rendered in accordance with the terms of the contract.


Unbilled receivables represent revenue recognised based on ‘Percentage of Completion Method’ as per policy 2.3 (b) which are not due from customers as per the payment plan agreed with the customers.

2.5 Fixed assets

Tangible assets

Fixed assets are stated at historical 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. upto 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.

Fixed asset under construction is carried at cost, comprising direct cost, related indirect expenses and interest on borrowings to the extent attributed to them.

Intangible assets

Intangible assets are recognised 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.

2.6 Depreciation/ amortisation

a) In case of Parent Company, its subsidiaries and Jointly Controlled Entities except SRS RMC Gurgaon (A Partnership Firm)

Depreciation on fixed assets is applied on straight-line basis as per the rates and manner specified in Schedule XIV to the Companies Act, 1956 on pro rata basis. Depreciation on fixed assets costing upto Rs.5,000/- is provided @100% over a period of one year.

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

Depreciation on leasehold improvements is charged over the period of lease or estimated useful life, whichever is lower.

b) In case of SRS RMC Gurgaon (A Partnership Firm):

Depreciation on fixed assets is applied on the rates and manner specified in section 32 of the Income Tax Act,1961

2.7 Borrowing costs

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 statement of profit and loss in the year in which incurred.

2.8 Impairment

The Group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.

2.9 Investments


Trade investments are the investments made for or to enhance the Group's business interests.

Current investments are stated at lower of cost and fair value determined on an individual investment basis. Non current investments are stated at cost and provision for diminution in their value, other than temporary, is made in the financial statements.

2.10 Inventory

Inventories comprise of projects in progress, developed properties, land held for resale, raw material and finished goods held for resale and are valued as under:

a) Projects in progress are valued at cost/ estimated cost or net realisable value, whichever is lower. Costs include land acquisition cost, estimated internal development costs, government charges towards conversion of land use/ licenses including external development charges, interest on project specific loans in accordance with policy 2.7 on borrowing costs and other related government charges and cost of development/ construction materials



101

b) Developed properties includes the cost of land, estimated internal development costs, government charges towards conversion of land use/ licenses including external development charges, other related government charges, construction costs, development/ construction materials, interest on project specific loans in accordance with policy 2.7 on borrowing costs and are valued at cost/estimated cost or net realisable value, whichever is less.

c) Land and plots held for resale is valued at cost or net realisable value, whichever is lower. Cost is determined on the basis of FIFO method. Cost includes purchase cost and other incidental expenses.

d) Raw materials and finished goods held for resale are valued at cost or net realisable value, whichever is lower. Cost is determined on the basis of FIFO method. Cost includes purchase cost and expenses to bring it to current locations.

e) Securities held for trade is valued at lower of cost and net realisable value.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost to affect the sale.

Provision for obsolescence and slow moving inventory is made based on management's best estimates of net realisable value of such inventories.

2.11 Taxations

Current Tax:


Minimum Alternate Tax (MAT) Credit:

Minimum Alternate Tax credit is recognized, as an asset only when and to the extent there is convincing evidence that the group will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement under Loans & Advances. The group reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that group will pay normal Income Tax during the specified period.

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.



Expenses and liabilities in respect of employee benefits are recorded in accordance with Accounting Standard 15 Employee Benefits (Revised 2005).

a) Provident fund

The Group makes contribution to statutory provident fund in accordance with Employees’ Provident Funds and (Miscellaneous Provisions) Act, 1952. The plan is a defined contribution plan and contribution paid or payable is recognised as an expense in the period in which services are rendered by the employee.

b) Gratuity

Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to statement of profit and loss in the year to which such gains or losses relate.

c) Compensated absences

Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees. Liability in respect of compensated absences becoming due or expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of profit and loss in the year to which such gains or losses relate.



102

2.13 Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are classified as ‘Operating Leases’. Lease rentals in respect of assets taken under operating leases are charged to the statement of profit and loss on a straight line basis over the term of lease.

2.14 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 group are segregated.

2.15 Earning per share

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 equity shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.16 Segment reporting

Identification of segment

The group’s operating businesses are organized and managed separately according to the nature of products manufactured and services provided, with each segment representing a strategic business unit that offers different products. The analysis of geographical segments is based on the areas in which major operating divisions of the group operate.

Inter segment transfer

The group accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.

Allocation of common costs

Common allocable costs are allocated to each segment on reasonable basis

Unallocated items

Include general corporate income and expense items which are not allocable to any business segment.

Segment policies

The group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the group as a whole.

2.17 Provisions and contingencies

The Group makes a provision when there is a present obligation as a result of a past event where the outflow of economic resources is probable and a reliable estimate of the amount of the obligation can be made.

A disclosure is made for a contingent liability when there is :

a) Possible obligation, the existence of which will be confirmed by the occurrence/non-occurrence of one or more uncertain events, not fully with in the control of the Group, or

b) Present obligation, where it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

c) Present obligation, where a reliable estimate cannot be made.



103

250,000,000

250,000,000

201,016,000

201,016,000

PARTICULARS

PARTICULARS

Name of Shareholder

As at March 31,2014



Holding

As at March 31,2013



Holding

3 Share Capital Amount in `

Authorised

250,000,000 (previous year 250,000,000) equity shares of Re.1 each

Issued, subscribed & paid up

201,016,000 (previous year 201,016,000) equity shares of Re.1 each, fully paid

Total

250,000,000

250,000,000

201,016,000

201,016,000

3.1 Reconciliation of equity shares outstanding at the beginning and at the end of the year

Equity shares outstanding at the beginning of the year

Equity shares issued during the year

Equity shares bought back during the year

Equity shares outstanding at the end of the year

201,016,000 201,016,000

- -

- -

201,016,000 201,016,000

201,016,000 201,016,000

- -

- -

201,016,000 201,016,000

3.2 Terms and rights attached to equity shares

The Company has one class of equity shares having par value of Re. 1 each. Each shareholder is eligible for one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing annual general meeting

During the year ended March 31, 2014, the amount of dividend per share recognised as distribution to equity holders was Rs. NIL (previous year Rs. 0.10). The total dividend appropriation for the year ended March 31, 2014 amounts to Rs. NIL (previous year Rs. 20,101,600) excluding dividend distribution tax of Rs. NIL (P.Y. Rs. 3,416,267)

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.3 Shareholders holding more than 5% of equity share capital

3.4 The Company has not issued bonus shares, equity shares issued for considerations other than cash and also no shares has been bought back during the period of five years immediately preceding the reporting period.

BTL Holding Company Limited* #(formerly known as BTL Investments & Securities Limited )

Akriti Global Traders Limited (formerly known as Akriti Realtech Ltd.)

SRS Holdings India Limited *(formerly known as BTL Industries Limited)

117,468,062 58.44% 34,790,904 17.31%

19,898,318 9.90% 19,496,092 9.70%

- - 79,994,158 39.79%

* During the year, SRS Holdings India Limited, promoter company of the company, has been merged with another promoter company namely BTL Holding Company Limited (Formerly known as BTL Investments & Securities Limited) vide Hon'ble High court order dated 18.07.2013. Hence, during the year the company has become subsidiary of BTL Holding Company Limited.

# 13,500,000 (6.72%) equity of SRS Holdings India Limited has been transferred to BTL Holding Company Limited on 22.04.2014, as the same were pledged.



104

PARTICULARSAs at

March 31,2014As at

March 31,2013

5 Long term borrowings Amount in `

Secured loan *

Term loansFrom banksFrom financial institutions

Unsecured loans

Deferred credit payment

Public deposit

From others

Total

* Refer note no.5.1 for other details of borrowings

1,755,548,061 1,339,260

1,756,887,321

-

138,685,590

-

138,685,590

1,895,572,911

717,995,668 -

717,995,668

3,883,185

93,496,097

1,091,370

98,470,652

816,466,320

PARTICULARSAs at

March 31,2014As at

March 31,2013

4 Reserves and surplus Amount in `

Securities premium account

Opening balance

Add:- Additions/ (deletions) during the year

Closing balance

Capital reserves

Opening balance

Less:- Addition/(deletion) during the year

Closing balance

General reserves

Opening balance

Less:- Addition/(deletion) during the year

Closing balance

Surplus in the statement of profit and loss

Opening balance

Add:- Transfer from statement of profit and loss

Amount available for appropriation

Less :- Appropriations

Proposed dividend

Dividend distribution tax

Transfer to general reserves

Closing balance

Total

1,760,000,000

-

1,760,000,000

9,033,244

-

9,033,244

12,214,240

-

12,214,240

231,253,431

50,177,111

281,430,542

-

-

-

281,430,542

2,062,678,026

1,760,000,000

-

1,760,000,000

9,033,244

-

9,033,244

10,927,827

1,286,413

12,214,240

194,951,956

61,105,755

256,057,711

20,101,600

3,416,267

1,286,413

231,253,431

2,012,500,915



105

ParticularsAs at

31st March 2014As at

31st March 2013Particulars of security / guarantees // default

Term Loan from Bank

Syndicate Bank

Balance Outstanding - 38,996,306

Current Maturity - 38,996,306

Non-Current Maturity - -

Central Bank of India- Term Loan


Current Maturity 36,000,000 36,000,000


Indian Overseas BankTerm Loan


Current Maturity 112,500,000 -


Canara Bank- Term Loan


Current Maturity Non-Current Maturity

105,000,000172,730,186

- 113,599,078

Terms of Repayment

PRIMARY SECURITY

Secured against land measuring 64.71 Acres in name of thecompany and M/s. Premier Infrabuild Private Limited.Hypothecation of all the existing and proposed fixed andcurrent assets of the project. Personal guarantee of directors and corporate guarantee ofM/s. Premier Infrabuild Private Limited.


2 Equal Half-yearly installments of Rs. 31,200,000 each commencing from June 2013.

PRIMARY SECURITY

PRIMARY SECURITY

PRIMARY SECURITY

1st charge on moveable and immovable assets of company pertaining to IT Park ( Project specific assets ) viz EM of land and building at khasra no:-44//22/2.23.24/1 Village Mewla Maharajpur, 14/5 , Delhi Mathura Road Faridabad standing in the name of M/s SRS Automotive Components Pvt. Ltd. (Formerly known as (M/s SRS I-Tech Private Limited), hypothecation of plant & machineries and other fixed assets of the project .

1st charge on a Trust & Retention account /Escrow account . First charge on all the movable assets (including receivables ) of the project .




4. 2014-15 and 2015-16 - quarterly installments of Rs. 9,000,000 each



7. 2018-19 - installment of 15,000,000

4 equal quarterly installments of Rs. 112,500,000 commencing from March, 2015.

EM of land and building of IT PARK at khasra no.44//22/2.23,24/1 Village Mewla Maharajpur , 14/5 Delhi Mathura Road , Faridabad standing in the name of M/s SRS Automotive Components Private Limited. (Formerly known as SRS I-Tech Private Limited.) hypothecation of plant & machineries and other fixed assets of the project Value :- Rs. 55.63 crore as on 31st March 2011.

Personal guarantee of directors and corporate guarantee of M/s. SRS Finance Limited and SRS Automotive Components Private Limited. (Formerly known as SRS I-Tech Private Limited.)


COLLATERAL SECURITY

1. Mortgage of project land measuring 6.643 acre situated at revenue estate of Village Padniawas, Rewari Sector 26,Haryana valued at Rs.23.77 crore(FSV) as per valuation report dated 18.01.2012 and proposed construction thereon with estimated cost of Rs. 63.30 crores.

2. Hypothecation of moveable fixed assets and current assets, including receivables of the project, tangible and intangible assets, cash and investment created as part of the project, through an escrow account.

3. A first charge on all monies lying in escrow account into which all the investment in the project and all project revenue and insurance proceeds are to be deposited.



EMT of land measuring 44 Kanal and 3 Marla i.e. 5.518 acres situated at Araji Khewat No. 80/86, Khatono No.96, Mustil N0.25,Kila No.3(7-13), 4(8-0), Kita 2,Rakba 15 Kanal 13 Marla, falling in Vaka Mauza Allhapura,Tehsil Palwal, Distt Palwal, Haryana and Araji Khewat No.80/86, Khatono N0.96, Mustil NO. 25,Kila NO.5/1(6-7),Kita 4, Rakba 28 kanal 10 Marla falling in Vaka Mauza Allhapur, Tehsil Palwal, Distt Palwal, Haryana valued Rs. 3092 lacs and construction thereon in the name of M/s SRS Real Infrastructure Limited.



4 equal quarterly installments of Rs. 100,500,000 commencing from last quarter of financial year 2014-15.

5.1 The requisite particulars in respect of secured borrowings are as under : Amount in `



106

ParticularsAs at



Terms of Repayment

PRIMARY SECURITY:

Secured against Equitable Mortgage of land measuring 19.018 acres at Sector-87 Faridabad and construction there on.

Personal Guarantee of Directors and Corporate Guarantee of Land owning Companies and SRS Real Infrastructure Ltd.

Applicable rate of interest is Base Rate + 4.50 % P.A. subject to change from time to time

PRIMARY SECURITY:

Secured against 1st charge on all fixed assets including land measuring 49Kanal 35 Marla located at village Allahpur, sector-6, palwal and Capital WIP related to the project. Personal Guarantee of Directors and Corporate Guarantee of Land owning Companies ( Juhi Infrastructure Private Limited and Singhal Propbuild Private Limited)

Applicable rate of interest is Base Rate + TP0.50 % + 6.00% -2.75%Concession = 14.00% p.a. with monthly rests. subject to change from time to time.

PRIMARY SECURITY:

Secured against Equitable Mortgage of Project land admeasuring 6.4375 Acres at Sector - 6, Palwal and construction thereon. Escrow account.

Personal Guarantee of Directors and Corporate Guarantee of SRS Retreat Services Ltd. and SRS Real Infrastructure Ltd.

Applicable rate of interest is Base Rate + 4.25% = 14.75% p.a.

PRIMARY SECURITY:

Secured against Equitable Mortgage of Project land (Including Proposed Building) acquired in collaboration with Sky High Colonizers Pvt. Ltd. (now merged with SRS Retreat Services Ltd) Pari Passu charge on the chargeable Current Assets of the project.


Applicable rate of interest is Base Rate + 3.25 % P.A. +0.50% T.P. subject to change from time to time

PRIMARY SECURITY:

Secured against Equitable Mortgage of Project land (Including Proposed Building) acquired in collaboration with Sky High Colonizers Pvt. Ltd. (now merged with SRS Retreat Services Ltd) Pari Passu charge on the chargeable Current Assets of the project.


Applicable rate of interest is Base Rate + 4 % P.A. subject to change from time to time

8 Quarterly installment commencing from October, 2012 as under:No. Amount(Per Installment)8 11,25,00,000

Amount in `

Union Bank of India-Term Loan-1

Balance Outstanding

Current Maturity


224,231,418

224,231,418

-

25,000,000

-

25,000,000

63,649,562

-

63,649,562

281,512,994

-

281,512,994

255,881,537

50,000,000

205,881,537

677,774,873

450,000,000

227,774,873

-

-

-

-

-

-

14,222,208

-

14,222,208

-

-

-

Punjab National Bank-

Term Loan

Balance Outstanding

Current Maturity


Union Bank Of India

Term Loan - 2

Balance Outstanding

Current Maturity


Oriental Bank Of Commerce-Term Loan

Balance Outstanding

Current Maturity


Central Bank Of India - Term Loan

Balance Outstanding

Current Maturity


6 Quarterly stepped up installments commencing from oct to dec 2015 quarter. First two installments of Rs.1.50 cr each and remaining four installments of Rs. 4.25 cr.

Start from Qtr 1 of F.Y. 2015-16 and the loan will be repaid in 8 equal quarterly installments of Rs. 2.50 cr.

8 Quarterly installment with a moratorium of 36 months starting from 25th sep., 2015 from the date of first disbursement .No. Amount(Per Installment) 8 5,00,00,000

8 Quarterly installment commencing from March , 2015 as under:No. Amount (Per Installment) 8 5,00,00,000

Canara Bank-

Term Loan

Balance Outstanding

Current Maturity


727,044,653

-

727,044,653

-

-

-

PRIMARY SECURITY:

1.Khewat no:-128/110 khatoni no:-154 khatoni no:-113 27 kanal 6.5 marla in the name of the company situated at village baselwa Tehsil + distt:-Faridabad . 2.khewat no:-khatoni no:-202/242 M.N 47 Kila no:-2/3 78 kanal 18 marla in the name of the company. 3.khewat no:-173/205 , 312/375 , 326/392 , 202/242 Total area 78 kanal 18 marla in the name of SRS Real Infrastructure ltd.

Personal guarantee of directors

Applicable rate of interest is Base Rate + 3.75 % P.A. subject to change from time to time

8 Quarterly installment commencing from June , 2015 as under:No. Amount (Per Installment)8 13,75,00,000



107

ParticularsAs at



Terms of Repayment

PRIMARY SECURITY:

Equitable Mortgage of the following property : Pre-identified 81 unsold flats (along with proportionate undivided rights rights in land ) forming part of group housing colony named 'SRS Residency ' been constructed by borrower on land measuring 15.06 acres at sector 88 , Faridabad.

Hypothecation of all Receivables of the SRS Residency Project land and constructions thereon . Lien on units in the project.

Personal Guarantee of Director and Corporate Guarantee of SRS Real Infrastructure Ltd.

Applicable rate of interest is 15.25 % P.A. on monthly reducing & floating rate basis

Repayable within 15 equal monthly installments.

PARTICULARSAs at

March 31,2014As at

March 31,2013

Deferred tax liability arising on account of:

Depreciation 29,198,180 14,722,491

Total deferred tax liability (A) 29,198,180 14,722,491

Deferred tax assets arising on account of:

Provision for employee benefits 1,313,613 1,006,645

Provision for bonus 131,481 111,072

Provision for doubtful debts 1,704,532 1,946,700

Preliminary expenses 43,268 15,700

Carry forward of business losses 1,348,636 970,319

Total deferred tax asset (B) 4,541,530 4,050,436

Deferred tax liability (Net) (A-B) 24,656,650 10,672,055

Amount in `6 Deferred tax liabilities (Net)

Amount in `

Tata Capital Housing Finance Ltd Balance Outstanding Current Maturity Non-Current Maturity

78,445,415

78,445,415

-

-

-

-

Thus the aggregate amount of loan guaranteed by directors is Rs. 2,3511,034,000 (P.Y. Rs. 1,232,728,400)

Summary

Balance Outstanding

Current Maturity


2,373,159,010 1,265,381,016

617,610,948 547,385,347

1,755,548,062 717,995,670

Secured against hypothecation of specified vehicles of the Company.


Vehicle Loan from Others

Balance Outstanding

Current Maturity


2,306,970

967,711

1,339,259

520,095

520,095

-


Balance Outstanding

Current Maturity


22,124,229

11,434,115

10,690,114

32,652,616

22,389,041

10,263,575

Secured against hypothecation of specified vehicles of the company.




108

Secured loan

From bank :

Bank overdraft 4,731,891 866,333

Cash credit* 845,732,791 850,508,239

Demand loan 34,851,457 9,030,000

Unsecured loan

Public deposits 331,627,221 226,841,000

1,216,943,360 1,087,245,572

* Cash credit facility from Oriental Bank of Commerce and Bank of India (under consortium arrangement) of Rs. 845,732,791 (previous year Rs. 850,508,239) is secured by first pari-passu charge on the stock in trade, book debts and all other current assets of trading division. This facility is further secured by equitable mortgage of certain immovable properties belonging to the Company and its subsidiary company, personal guarantees of the directors and corporate guarantee of SRS Real Estate Limited and SRS Retreat Services Limited.

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `7 Other long term liabilities

Security deposit 61,673,059 75,124,308

Total 61,673,059 75,124,308

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `8 Long term provisions

Provision for employee benefits (refer note no. 39) 3,946,219 2,965,511

Total 3,946,219 2,965,511

PARTICULARSAs at

March 31,2014As at

March 31,2013

Amount in `9 Short term borrowings

PARTICULARSAs at

March 31,2014As at

March 31,2013

Due to micro and small enterprises* - -

Due to creditors other than micro and small enterprises 276,168,807 306,394,280

Total 276,168,807 306,394,280

*The above information 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. Further, no interest has been paid during the year and payable as on 31st March 2014 as well as 31st March 2013 to such parties.

Amount in `10 Trade payables



109

PARTICULARSAs at

March 31,2014As at

March 31,2013

Current maturities on long term borrowings (Refer note no. 5.1) 618,578,659 547,905,442

Advances from customers 2,077,534,381 2,402,200,440

Interest accrued but not due 14,097,299 9,225,625

Interest accrued and due on term loans - 2,007,383

Book overdraft 2,255,427 1,592,407


Unclaimed dividend 196,927 181,102

Other payables

-Employee dues payable 5,666,365 5,035,815

-statutory dues payable 24,337,291 30,165,976

-Others * 446,684,312 469,178,688

Total 3,219,135,400 3,527,504,397

* includes external development charges/internal development charges and interest payable thereon amounting to Rs. 49,916,208 (P.Y. Rs.458,929,275)

Amount in `11 Other current liabilities

PARTICULARSAs at

March 31,2014As at

March 31,2013

Provision for employee benefits (Refer note no. 39) 127,721 179,791

Others

Provision for income tax (Net of advance tax & TDS) 10,002,261 29,787,558

Provision for wealth tax 65,663 -

Proposed dividend - 20,101,600

Provision for dividend distribution tax - 3,416,267

Provision for expenses 60,264,522 122,101,456

Total 70,460,167 175,586,672

Amount in `12 Short term provision



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111

PARTICULARS

PARTICULARS

As at March 31,2014

As at March 31,2014

As at March 31,2013

As at March 31,2013

(Valued at cost unless stated otherwise)

In associate company

SRS Hitech Projects Limited 58,373,190 -


(Including Rs. 13,865,993 of goodwill arised on acquisition of investment in associate)

Add:- Income from associates 327,670 -

Total 58,700,860 -

(Unsecured, considered good)

Share application money pending allotment - 568,979

Advance to suppliers/contractors 1,416,859 -


Total 84,540,038 24,824,225

Amount in `

Amount in `

14 Non-current Investment

15 Long term loans and advances

PARTICULARS

PARTICULARS

PARTICULARS

As at March 31,2014

As at March 31,2014

As at March 31,2014

As at March 31,2013

As at March 31,2013

As at March 31,2013

Bank deposits having maturity more than 12 months (refer note no. 20.1) 46,985,229 94,414,335

Total 46,985,229 94,414,335

(Current, non-trade, quoted, at cost)

50000 (previous year 50,000) units UBI KBC equity fund growth of Rs. 10 each 500,000 500,000

50000 (previous year 50,000) units UBI KBC equity fund growth of Rs. 10 each 500,000 500,000

Total 1,000,000 1,000,000

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

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

Market value of quoted investments 1,226,000 1,047,000

(As taken, valued and certified by the management)

Project in progress (Refer note no. 26) 3,334,855,977 2,906,544,673

Developed property held for sale 271,736,921 224,904,106

Raw material 10,452,418 12,069,938

Goods held for resale 15,350,496 10,660,474

Land for resale 308,813,085 102,612,558

Building material at site 16,304,211 17,216,189

Total 3,957,513,108 3,274,007,938

Amount in `

Amount in `

Amount in `

16 Other non-current assets

17 Current investments

18 Inventories



112

PARTICULARS

PARTICULARS

As at March 31,2014

As at March 31,2014

As at March 31,2013

As at March 31,2013

Amount in `20 Cash and bank balances


Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 321,188,112 371,217,106

Unsecured, considered doubtful - 6,000,000

321,188,112 377,217,106

Provision for doubtful debts (5,253,605) (6,000,000)

315,934,507 371,217,106

Other trade receivable 1,467,225,677 1,854,760,191

Total * 1,783,160,184 2,225,977,297

Cash and cash equivalent Cash in hand 20,764,523 28,426,627 Balance with banks -in current accounts 151,304,107 95,598,228 -Deposits within 3 months maturity* 3,477,832 51,852,176 175,546,462 175,877,031

Other bank balances -Upto 12 months maturity from date of acquisition* 90,005,733 13,872,767 -Maturity more than 12 months but within one year from the reporting date* 29,705,135 42,749,750 -Unpaid dividend account 197,543 181,682 *refer note no. 20.1

Total 295,454,873 232,681,230

Amount in `19 Trade receivables

Particulars

FDR balances with bank Total Kept as margin

money against bank

guarantees & bank

over draft

Free from

any lien

Total Kept as margin

money against

bank guarantees

& bank over draft

Free from

any lien

Deposit account with bank

-Upto 3 months maturity from date of acquisition 3,477,832 3,477,832 - 51,852,176 1,852,176 50,000,000

Shown as cash equivalent 3,477,832 3,477,832 - 51,852,176 1,852,176 50,000,000

-Upto 12 months maturity from date of acquisition 90,005,733 90,005,733 - 13,872,767 13,872,767 -

-Maturity more than 12 months but within one year

from the reporting date

29,705,135 29,705,135 - 42,749,750 42,749,750 -

Shown as other bank balances 119,710,868 119,710,868 - 56,622,517 56,622,517 -

-Maturity more than 12 months but after one

year from the reporting date

46,985,229 46,985,229 - 94,414,335 94,414,335 -

Shown as other non-current assets 46,985,229 46,985,229 - 94,414,335 94,414,335 -

Total 170,173,929 170,173,929 - 202,889,028 152,889,028 50,000,000

As at March 31,2014 As at March 31,201320.1

Amount in `

*Includes Rs.5,586.031 (P.Y. Rs.2,428,894) receivable from entities where directors have significant interest (refer note no.41)



113

PARTICULARS

PARTICULARS

As at March 31,2014

As at March 31,2014

As at March 31,2013

As at March 31,2013

Secured

Advance to suppliers/contractors 2,300,000 -

Unsecured, considered good unless otherwise stated

Loans and advances to related parties

- For projects - 22,530,941

Loans and advances to bodies corporate 448,550,977 268,163,831

Others

Advance to collaborator for projects 612,169,973 260,250,173

Advance recoverable in cash or in kind or for value is to be received 9,471,856 21,952,392

Advance for investment 31,300,000 -

Advance to suppliers/contractors 413,279,715 580,088,847

Other loans and advances 46,554,740 34,778,090

Security deposit 606,226 246,226

Deposit /balance with tax authorities 29,263,441 2,508,412

Total 1,593,496,928 1,190,518,912

Interest accrued on fixed deposits 15,452,858 6,902,178

Prepaid expenses 3,852,055 3,579,043

Stamp paper in hand 150,000 150,000

Unbilled receivables 208,591,580 390,267,305

MAT credit entitlement 5,789,559 -

Total 233,836,052 400,898,526

Amount in `

Amount in `22 Other current assets

21 Short term loan and advances



114

PARTICULARS

PARTICULARS

PARTICULARS

For the year endedMarch 31,2014






Gross value of sale of goods :

Developed properties 1,689,245,822 2,604,245,308

Plots and land - 83,800,175

Traded goods 7,625,792,047 7,292,816,058

Manufactured good 71,995,167 236,074,851

Securities held for sale - 151,741,280

9,387,033,036 10,368,677,672

Less: Excise duty 2,216,051 7,541,012

Net value of sale of goods 9,384,816,985 10,361,136,660

Sale of services :

Income from facility management services 19,850,132 1,422,471

Rent 2,126,877 5,332,500

Other operating income 96,208,371 116,124,370

Total 9,503,002,365 10,484,016,001

Interest income 64,064,494 29,258,745

Reversal of provisions for diminution in the value of investment - 35,000

Profit on sale of investments - 30,223

Reversal of provision of bad debts 884,433 -

Miscellaneous income 5,797,162 5,789,409

Total 70,746,089 35,113,377

Opening stock 12,069,937 9,171,455

Less: Adjustment on account of cessation of Joint Venture with RMC Gurgaon 293,637 -

11,776,300 9,171,455

Purchases 61,414,630 182,086,664

Less: Closing stock 10,452,418 12,069,937

Total 62,738,512 179,188,182

*also refer note no. 42

Amount in `

Amount in `

Amount in `

23 Revenue from operations

24 Other income

25 Cost of material consumed*



115

PARTICULARS

PARTICULARS

PARTICULARS







Project in progress in the beginning of the year 2,906,544,668 2,641,708,165

Add : Cost incurred during the year

Collaborator share 13,903,507 -

Cost of developed property 80,096,225 802,285,795

Cost of land 4,299,134 139,425,409

Construction costs 1,132,429,902 1,314,830,013

Government charges 92,391,867 17,458,023

Building material consumed 409,040,607 395,212,886

Personnel expenses 37,966,858 35,412,250

Financial expenses 250,268,152 329,723,711

Other expenses * 11,500,711 26,392,984

Depreciation on projects assets 543,242 553,298

4,938,984,873 5,703,002,534

Less: Project in progress at the close of the year 3,334,855,971 2,906,544,668

Cost of project charged to statement of profit & loss account 1,604,128,902* 2,796,457,866

Purchases of land/developed properties 269,699,826 47,164,996

Purchases of securities - 92,028,320

Purchases of goods for resale 7,334,184,177 7,116,710,641

Total 7,603,884,003 7,255,903,957

Opening stock

Goods held for resale- trading division 10,660,474 24,467,966

Land for resale 102,612,558 86,157,281

Securities - 59,222,960

Developed property held for sale 224,904,111 -

Less:- Stock converted into fixed assets 158,503 -

Closing stock

Goods held for resale- trading division 15,350,496 10,660,474

Land for resale 308,813,085 102,612,558

Developed property held for sale 271,736,926 224,904,111

Decrease/ (Increase) in inventories (257,881,867) (168,328,936)

Amount in `

Amount in `

Amount in `

26 Cost of sale of developed properties

27 Purchase of stock-in-trade

28 Change in inventory

*Includes Rs. Nil (previous year Rs.3,963,624) related to prior period. Also refer note no. 38.



116

PARTICULARS

PARTICULARS

PARTICULARS







Salaries, wages, stipend and bonus 63,279,858 54,765,361

Contribution to provident fund and other funds 3,543,851 3,375,603

Staff welfare expenses 2,118,404 2,405,311

Provision for employee benefits (refer note no. 39) 931,642 713,984

69,873,755 61,260,259

Less: Allocated to capital work in progress 569,579 -

Less: Allocated to project in progress 37,966,858 35,412,250

Total 31,337,318 25,848,009

Interest on:

Term loans 256,301,560 178,430,199

Cash credit/overdraft 117,141,865 112,549,329

Others (refer note no. 38) 50,757,305 21,452,613

EDC/IDC 52,747,408 127,476,249

Bank and other financial charges 24,888,028 29,724,413

501,836,166 469,632,803

Less: Allocated to capital work in progress/ fixed assets 16,861,387 -

Less: Allocated to projects in progress 250,268,152 329,723,711

Total 234,706,627 139,909,092

Depreciation of tangible assets (also refer note no. 13.1) 23,552,969 22,151,611

Amortisation of intangible assets (also refer note no. 13.3) 672,100 532,411

24,225,069 22,684,022

Less: allocated to projects in progress 543,242 553,298

Total 23,681,827 22,130,724

Amount in `

Amount in `

30 Finance expense

31 Depreciation and amortisation expense

Amount in `29 Employee benefit expense



117

Repair and maintenance - plant and machinery 1,786,912 3,783,940

Repair and maintenance - others 7,580,705 4,744,738

Bad debts 296,146 249,980

Provision for doubtful debts - 6,000,000

Travelling and conveyance 4,377,895 4,857,492

Freight and cartage 476,654 887,376

Premium on surrender of flats/plots 8,236,250 -

Power and fuel 14,622,461 13,114,950

Security, CAM Charges and house keeping (refer note no. 38) 18,587,995 -

Advertisement 19,936,864 20,859,903

Brokerage and commission 48,844,316 70,908,511

Business promotion 4,077,843 4,065,835

Donation 1,521,650 1,758,751

Balances written off 4,687,719 952,547

Telephone expenses 43,891 2,276,188

Other expenses 32,938,012 20,059,294

211,821,683 196,927,729

Less: Allocated to capital work in progress 3,333,270 1,034

Less: Allocated to projects in progress 11,500,711 26,392,984

Total 196,987,702 170,533,711



March 31,2013

Net profit as per profit and loss account including exceptional items 50,177,111 61,105,757

Face value of share 1 1

Weighted average number of equity share in calculating basic EPS 201,016,000 201,016,000

Weighted average number of equity share in calculating diluted EPS 201,016,000 201,016,000

Basic earning per share 0.25 0.30

Diluted earning per share 0.25 0.30

Amount in `33 Earning per share



March 31,2013

Amount in `32 Other expenses

Legal and professional 18,266,468 18,350,927

Loss on sale of fixed assets 2,710,266 693,968

Fixed assets written off - 1,786,730

Printing and stationery 2,751,114 2,239,664

Rates and taxes 1,300,388 325,090

Lease rent paid 13,441,958 14,289,872

Payment to auditors 3,474,447 3,196,540

Insurance expenses 1,861,729 1,525,433



118

34.1 The company has received notice from Excise & Taxation Commissioner, Haryana seeking to impose tax on the transaction of sale of flats, floors & villas constructed during or before the year 2007-08 to 2010-11 along with the notice of demand for the year 2010-11.

The Company has challenged the view of Excise & Taxation department stating that no method has been prescribed under law for computation of tax and under HVAT Act VAT is not applicable on Developer’s transactions.

However,the company is entitled to recover the same from the customers to whom flats has been sold or with whom agreement for sale has been entered as per the terms of the agreement. As per the management, in case of demand, the company would recover the same from the customers. Hence, no liability would arise in case of demand.

35

36

37

In the opinion of the management, the value on realisation of current assets, loans and 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 have been made.

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 30,220,683 (Previous Year Rs. 1,73,68,700).

Parent company has started accepting public deposits under the fixed deposits scheme w.e.f 26th April 2012 under two different schemes i.e. non- cumulative (A) and cumulative deposits (B) bearing different interest rates based on the period of the deposits. The total deposits accepted by the company during the FY 2013-2014 are:-

Scheme March 31, 2014 March 31, 2013

Cumulative 171,206,000 184,529,000

Non-cumulative 105,579,000 133,295,000

Amount in `

Amount in `

The scheme provide the payment of interest on quarterly basis ranging between 11.5% - 12.5% under scheme (A) and compounding of quarterly interest ranging between 12.01% - 14.89% with payment on maturity date under scheme (B).

38 Prior Period expenses

Following are the details of prior period expenses-

Particulars March 31, 2014 March 31, 2013

Cost of developed properties - 3,963,624

Interest on income tax 4,309,163 3,275,910

Loss from investment in joint venture - 3,998,051

Repair and maintenance - 47,283

Commission paid - 6,023

Rates and taxes - 20,000

CAM charges 1,033,840 -

Total 5,343,003 11,310,891

34 Contingent liabilities not provided for in respect of:

Disputed demand in respect of income tax for the AY 09-10 (net of amount deposited)

Particulars

Corporate guarantees

Outstanding bank guarantee

Pending litigation

Taxation matters

March 31, 2014 March 31, 2013

9,250,000,000 8,197,700,000

239,170,830 313,211,500

- 439,515

11,540,956 18,227,000

739,039,407 23,924,171

Amount in `



119

Net Asset/ (Liability) recognised in the balance sheet as on March 31, 2014

Changes in the present value of defined benefit obligation are as follows:

The principal assumptions used in determining gratuity and leave liability for the Group's plans are shown below:

Present value of defined benefit obligation at the end of the year 3,044,967 2,289,732 1,028,973 855,570

Fair value of plan assets - - - -

Net asset / (liability) recognised in the balance sheet (3,044,967) (2,289,732) (1,028,973) (855,570)

Present value of defined benefit obligation at the beginning of the year 2,289,732 1,674,745 855,570 756,572

Interest cost 206,076 137,329 77,001 62,039

Past service cost - - - -

Current service cost 842,030 687,416 326,901 284,596

Benefits paid - - (3,004) -

Actuarial (gain) / loss on obligation (292,871) (209,758) (227,495) (247,637)

Present value of defined benefit obligation at the end of the year. 3,044,967 2,289,732 1,028,973 855,570

Discount rate (based on the market yields available on government bonds at the accounting date with term that matches that of the liabilities) 9.00% 8.20% 9.00% 8.20%

Salary increase (taking into account inflation, seniority, promotion and other relevant factor) 6.50% 5.50% 6.50% 5.50%

Expected rate of return on plan assets 0.00% 0.00% 0.00% 0.00%

Average outstanding service of employees upto retirement (years) 24.90 22.74 24.90 22.74

Gratuity

Gratuity

Gratuity

March 31,2014

March 31,2014

March 31,2014

Particulars

Particulars

Particulars

March 31,2013

March 31,2013

March 31,2013

Leave encashment

Leave encashment

Leave encashment

March 31,2014

March 31,2014

March 31,2014

March 31,2013

March 31,2013

March 31,2013

Amount in `

Amount in `

Amount in `

39 Employee benefits

The group 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. Gratuity scheme is unfunded and the Group has provided for leave encashment which is also unfunded.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and amounts recognised in the balance sheet for the respective plans (as per actuarial valuation as on March 31, 2014).

Net employees benefit expense (recognised in the statement of profit and loss for the year ended March 31, 2014)

Current service cost 842,030 687,416 326,901 284,596Interest cost 206,076 137,329 77,001 62,039Expected return on plan assets - - - - Past service cost - - - - Actuarial (gain) / loss recognised in the year (292,871) (209,758) (227,495) (247,637)

Net benefit expense 755,235 614,987 176,407 98,998

GratuityMarch 31,2014

ParticularsMarch 31,2013

Leave encashmentMarch 31,2014 March 31,2013

Amount in `



120

Liability as on balance sheet date

Current liability 76,083 117,400 51,638 62,391

Non-current liability 2,968,884 2,172,332 977,335 793,179

GratuityMarch 31,2014

ParticularsMarch 31,2013

Leave encashmentMarch 31,2014 March 31,2013

Amount in `

Contribution to defined contribution plans:

Provident and other funds 3,543,851 3,375,603

ParticularsLeave encashment

March 31,2014 March 31,2013

Amount in `

40 Segment reporting

The group is engaged in three reportable business segment (a) Real estate division which includes promotion, construction and development of integrated townships, residential and commercial complexes (b) Trading division and (c) Manufacturing of RMC. The group operates in the same geographical segment.

Segment information as required by Accounting Standard (AS-17) on segment reporting is given hereunder:-

Revenue External 1,763,971,471 7,626,215,612 89,377,889 23,437,393 - 9,503,002,365 (2,791,233,752) (7,290,472,558) (241,469,941) (160,839,751) - (10,484,016,001)Inter segment - 6,688,955 6,858,120 - -13,547,075 - (6,888,025) (27,801,348) (5,813,044) - (-40,502,417) - Total revenue 1,763,971,471 7,632,904,567 96,236,009 23,437,393 -13,547,075 9,503,002,365 (2,784,345,727) (7,318,273,906) (247,282,985) (160,839,751) (-40,502,417) (10,484,016,001)Segment results 60,185,095 294,145,384 -1,485,397 17,675,478 - 370,520,560 (102,701,853) (151,868,856) (21,378,121) (146,795,006) - (422,743,835)Financial expenses 234,706,626 (139,909,092)Unallocated corporate expenses 61,648,504 (185,347,972)Profit before tax 74,165,430 (97,486,771)Provision for taxation -24,315,989 (-36,381,018)Profit after tax (before share of 49,849,441profit in associate) (61,105,753)Share of profit/(loss) in associate 327,670 -Net Profit for the year 50,177,111 (61,105,755)Other information: Segment assets 6,471,498,878 1,333,094,039 59,169,753 17,601,099 - 7,881,363,759 (including CWIP) (5,898,487,463) (1,697,932,502) (150,000,283) (1,568,141) - (7,747,988,389)Unallocated corporate asset 1,150,886,830 (467,487,641)Total asset 9,032,250,599 (8,215,476,030)Segment liability 5,203,713,464 970,653,101 9,625,985 478,085,184 - 6,662,077,734 (4,539,364,394) (941,962,130) (72,710,582) (175,817) - (5,554,212,923)Unallocated corporate liability 106,478,838 (447,746,192)Total liabilities 6,768,556,572 (6,001,959,115)Total capital expenditure 316,273,065 4,492,648 833,506 16,297,019 - 337,896,238 (716,138,281) (969,981) (10,345,619) (16,888,603) - (744,342,484)Depreciation and amortisation 5,120,571 394,897 6,160,362 - - 11,675,830 (7,430,966) (51,501) (10,550,634) - - (18,033,101)Unallocated depreciation and amortisation 12,005,997 (4,097,625)Total depreciation and amortisation 23,681,827 (22,130,726)

Note: Previous year’s figures have been given in the bracket.

Other

Operations

Inter Segment

EliminationParticulars Real Estate Trading Manufacturing Total

Amount in `



121

41 Related party transactions

As per Accounting Standard-18, the Group’s related parties and transactions are disclosed below:

a) Related parties and relationships with whom transactions have taken place during the year:

1) Holding Company

i. BTL Holding Company Limited (formerly known as BTL Investments & Securities Limited)

( SRS Holdings India limited merged with BTL Holding Company Limited w.e.f. 18.07.2013)

2) Key management personnel (KMP)

a) Parent Company:-

I. Mr. Anil Jindal Chairman

ii. Mr. Jitender Kumar Garg Managing Director

iii. Mr. Bishan Bansal Whole-Time Director

iv. Mr. Rajesh Singla Whole-Time Director & Chief Financial Officer

b) Subsidiary Company:- (SRS Real Estate Ltd.)

i. Mr. Vinod Jindal - Whole-Time Director

ii. Mr. Rajesh Singla - Whole-Time Director (ceased to be whole time director w.e.f 18.02.2014)

iii. Mr. Nanak Chand Tayal - Whole-Time Director

c) Subsidiary Company:- (SRS Retreat Services Ltd.)

i. Mr. Bhagwat Dayal - Whole-Time Director

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

i. SRS Limited

ii. SRS Holdings India Ltd. (merged with BTL Holding Company Ltd.)

iii. SRS Professional Services Ltd.

iv. BTL Holding Company Ltd.

v. SRS Global Securities Limited

vi. SRS Portfolio Limited

vii. SRS Finance Limited

viii. SRS Hitech Projects Limited


Mr. Jitender Kumar Garg Director’s Remuneration Expense 1,136,628 1,136,628

Closing Balance:


Mr. Bishan Bansal Director’s Remuneration Expense 682,416 682,416

Closing Balance:


Mr. Rajesh Singla Director’s Remuneration Expense 690,217 720,660

Closing Balance:


Mr. Vinod Jindal Director’s Remuneration Expense 1,435,668 1,494,348

Closing Balance:


Mr. Nanak Chand Tayal Director’s Remuneration Expense 690,216 720,660

Closing Balance:


(A)



122


Mr. Bhagwat Dayal Director’s Remuneration Expense 600,000 600,000

Closing Balance:


SRS Hitech Projects Limited Rent Income Income 67,416 -

Advance given for future projects - 32,400,000

Advance given for future projects - received back 30,100,000

Closing Balance:

Advance recoverable for

future projects Assets - 2,300,000



SRS Professional Services Limited Rent Income Income 668,542 707,868


Closing Balance:

Trade Receivables Assets 1,635,782 -

SRS Finance Limited CAM Charges Income 399,999 -

Corporate Guarantee given 500,000,000 -

Rent Paid Expense 60,000 60,000

Reimbursement of Expenses Expense 175,843 -

Closing Balance:

Corporate Guarantee given 750,000,000 250,000,000


SRS Global Securities Limited Loan and advances given Assets 127,397,110 -

Loan and advances received back Assets 122,401,091 -


Loan taken and repaid Liability 6,030,000 -

Sale of Securities Income - 151,741,280

Interest Income Income 1,079,343 -

CAM charges Expense 1,044,264 -

Closing Balance:


Trade receivables Assets 99,780,544 151,741,280

SRS Portfolio Limited CAM Charges Income 1,259,508 -

Closing Balance:


BTL Holding Company Limited Sale of Investment in shares Assets 500,000 -


Loan & Advance given Assets 16,390,059 -

Loan & Advance received back Assets 35,487,764 -

Interest Income Income 35,338,105 -

CAM Charges Income 402,158 -

Closing Balance:


(including interest) Assets 249,066,126 268,163,831




123


SRS Holdings India Limited Loan taken and repaid Liability - 78,800,000

SRS Limited Sale of Fixed Asset Assets 67,488,120 -

Purchase of Fixed Asset Assets 122,600 2,128,959


Sale of Goods Income - 6,521

Rent Received(including Service Tax) Income - 4,382,040

Rent Paid Expense 478,781 1,700,000

Payment of Advertisement Expenses Expense - 80,700

Reimbursement of Expenses (Net) Expense 4,003,948 12,575,050

Security received for Lease rent given back Liability 69,000,000 -

Sale of Space Income - 139,834,411

Closing Balance:

Security received for Lease rent Liability - 69,000,000

Trade Payable Liability - 814,508

Advance received Liability - 489,122

Corporate Guarantee given - 600,000,000

42 Detail of raw material consumed is as follows:

March 31, 2014 March 31, 2013

23,576,508 59,059,152

32,833,015 82,280,111

13,866,352 40,338,970

7,149,210 20,985,165

77,425,085 202,663,398

14,686,573 23,475,216

62,738,512 179,188,182

Total

Others

Particulars

Stone grit

Sand

Net consumption

Less: Inter unit transfer

Cement

Amount in `

March 31, 2014 March 31, 2013Particulars

43 In accordance with Accounting Standard "AS-19 on Leases" the following disclosures in respect of operating leases is made as under:

a) Assets taken on operating lease:

i) The Group has taken an office on non-cancellable operating lease.

ii) Lease payments recognised in statement of profit and loss amounting Rs.3,441,958 (P.Y. Rs.14,289,872)

iii) Future commitments in respect of minimum lease payment payable in respect of aforesaid lease entered by the Group are as follows:

a) Not later than one year 11,883,278 4,872,647

b) Later than one year and not later than five years 48,190,144 12,591,993

c) Later than five years 53,575,832 165,000

Amount in `

b) Assets given on operating lease: i) Future rental income in respect of minimum lease receivables in respect of aforesaid lease entered by the Group are as follows:

March 31, 2014 March 31, 2013Particulars

a) Not later than one year 5,619,132 192,000

b) Later than one year and not later than five years 18,868,256 -

c) Later than five years 4,195,000 -

Amount in `



124

44 On May 09, 2012 the Income Tax Authorities conducted a search and seizure on the Group under section 132 of the Income Tax Act, 1961. Group has not received any further notice/ demand from the Income Tax Authorities in respect of search and seizure conducted and accordingly, no provision in that regard has been made in the financial statements

45 Previous year figures have been regrouped/rearranged and reclassified wherever necessary. 46 Figures relating to subsidiaries and jointly controlled entities have been regrouped/reclassified wherever considered necessary to bring them in line with the Company's financial statements.










DIN : 00088125


DIN : 00009745


DIN : 00005585



125

CIN : L65910HR1990PLC040431thCorp. & Regd. Office: SRS Tower, 721, 722, 727, 7 Floor, Near Metro Station Mewla Maharajpur, G. T. Road,

Faridabad (NCR Delhi) – 121003, T 0129-4323100 F 0129-4323195

Admin. Office: SRS Multiplex, Top Floor, City Centre, Sector-12, Faridabad (NCR Delhi) - 121007 T 0129-4282801-08 F 0129-4282809-810

Branch Office: 202, 27 New Delhi House, Barakhamba Road, Connaught Place, New Delhi - 110001 T 011-41571258-60 F 011-41571269

W www.srsparivar.com E [email protected]

SRS REAL INFRASTRUCTURE LTD.If undelivered, please return to Corp. & Regd. Office :

THNOTICE FOR 24 ANNUAL GENERAL MEETING 2013-14

Enduring�Quality�and�Trust

Giving Shape to Imagination

SRS REAL INFRASTRUCTURE LTD.SRS REAL INFRASTRUCTURE LTD.SRS REAL INFRASTRUCTURE LTD.

Notice

thNotice is hereby given that the 24 Annual General Meeting of the members of SRS Real Infrastructure Limited will be held as scheduled below:-

thDay/ Date : Thursday/28 August, 2014Time : 10.30 A.M.Venue : “SRS Banquet”, Near SRS Multiplex, City Centre, Sector-12, Faridabad (NCR Delhi)-121007 to transact the following business:

ORDINARY BUSINESS

st1. To receive, consider and adopt the Audited Balance Sheet as at 31 March, 2014 and the Profit and Loss Account for the year ended on that date, together with Report of the Auditors and Directors thereon.

2. To appoint a Director in place of Dr. Anil Jindal (DIN: 00005585), who retires by rotation and being eligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: -

“RESOLVED THAT pursuant to the provisions of Section 139 & other applicable provisions of the Companies Act, 2013; if any, the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendations of the Audit Committee of the Board of Directors, M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Registration No: 000756N) and M/s. Naresh Jai & Associates, Chartered Accountants (Registration No:019082N) be and are hereby re-appointed as Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the Fourth consecutive AGM in case of M/s. S. S. Kothari Mehta & Co., and Third consecutive AGM in case of M/s. Naresh Jai & Associates (subject to ratification by members at every AGM held after this AGM) and that the Board of Directors be and is hereby authorized to fix the remuneration as may be recommended by the Audit Committee in consultation with the Auditors.”

SPECIAL BUSINESS

4. APPOINTMENT OF SH. PARVEEN TAYAL (DIN: 05254433) AS A DIRECTOR, LIABLE TO RETIRE BY ROTATION To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: -

th “RESOLVED THAT Sh. Parveen Tayal (DIN: 05254433), who was appointed as an additional Director of the Company by the Board on 4 April, 2014 and whose tenure of office expires at the ensuing Annual General Meeting pursuant to Sec.161 of the Companies Act, 2013 and in respect of whom a notice from a member proposing his candidature for the office of Director of the Company, has been received along with a deposit of Rs.1,00,000/- under the provisions of Section 160 of the Companies Act, 2013 be and is hereby appointed as Director of the Company, liable to retire by rotation.”

5. REAPPOINTMENT OF SH. JITENDER KUMAR GARG (DIN: 00088125) AS MANAGING DIRECTOR

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT in accordance with the provisions of Section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “Act”) and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any modification(s) or re-enactment(s) thereof for the time being in force) and as recommended by the Remuneration Committee, consent of the members be and is hereby accorded for reappointment of Sh. Jitender Kumar Garg (DIN:00088125) as Managing Director of the

thCompany for a further period of 3 (Three) years with effect from 7 March, 2014 at a remuneration of Rs.1, 00,000/-p.m. on the terms & conditions as specified in the Statement pursuant to Section 102 of the Companies Act, 2013 annexed to this notice.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, Sh. Jitender Kumar Garg will be paid the above salary and perquisites as minimum remuneration not exceeding the limits specified under Section II of Part II of Schedule V of the Act or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, things and execute all such documents, instruments and writings as, in its absolute discretion, it may be considered necessary, expedient or 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 remuneration which shall not exceed Rs.2, 50,000.”


1

6. APPOINTMENT OF SH. RAJESH SINGLA (DIN:00009745) AS WHOLE TIME DIRECTOR & CFO

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT in accordance with the provisions of Section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “Act”) and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any modification(s) or re-enactment(s) thereof for the time being in force) and as recommended by the Remuneration Committee, consent of the members be and is hereby accorded to appoint Sh. Rajesh Singla (DIN:00009745) as Whole Time Director & CFO of the Company,

thliable to retire by rotation, for a period of 3 (three) years with effect from 19 February, 2014 at a remuneration of Rs.60, 323/- p.m. on the terms & conditions as specified in the Statement pursuant to Section 102 of the Companies Act, 2013 annexed to this notice.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, Sh. Rajesh Singla will be paid the above salary and perquisites as minimum remuneration not exceeding the limits specified under Section II of Part II of Schedule V of the Act or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration.

th RESOLVED FURTHER THAT appointment of Sh. Rajesh Singla as CFO has been approved by Audit Committee in its meeting held on 14 February, 2014.

RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, things and execute all such documents, instruments and writings as, in its absolute discretion, it may be considered necessary, expedient or 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 remuneration which shall not exceed Rs.1,50,000.”

7. APPOINTMENT OF SH. KAILASH TAYAL (DIN:02111657) AS AN INDEPENDENT DIRECTOR

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

“RESOLVED THAT pursuant to the provisions of Section 149,150,152 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modifications or re-enactments or amendments thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Sh. Kailash Tayal (DIN: 02111657), Director of the Company in respect of whom a notice in writing from a member proposing his candidature for the office of Director of the company,has been received along with the deposit of Rs.1,00,000/- under the provisions of Section 160 of the Companies Act, 2013, be and is

st sthereby appointed as an Independent Director of the Company to hold office for five consecutive years from 1 August, 2014 upto 31 July, 2019, whose office shall not be liable to retire by rotation.”

8. APPOINTMENT OF SH. PRAVEEN SHARMA (DIN:02953921) AS AN INDEPENDENT DIRECTOR


“RESOLVED THAT pursuant to the provisions of Section 149,150,152 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modifications or re-enactments or amendments thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Sh. Praveen Sharma (DIN: 02953921), Director of the Company in respect of whom a notice in writing from a member proposing his candidature for the office of Director of the Company, has been received along with a deposit of Rs.1,00,000/- under the provisions of Section 160 of the Companies Act, 2013, be and is

st sthereby appointed as an Independent Director of the Company to hold office for five consecutive years from 1 August, 2014 upto 31 July, 2019, whose office shall not be liable to retire by rotation.”

9. APPOINTMENT OF SH. DILIP SINGH (DIN:06908515) AS AN INDEPENDENT DIRECTOR


“RESOLVED THAT Sh. Dilip Singh (DIN:06908515), who was appointed as an Additional (Independent) Director of the Company by the Board on th7 July, 2014 pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (referred to as

the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modifications or re-enactments or amendments thereof for the time being in force) read with Schedule IV to the Act, and whose tenure of office expires at the ensuing Annual General Meeting pursuant to the provisions of Section 161 of the Act and in respect of whom the Company has received a notice in writing along with a deposit of Rs.1,00,000/- under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director , be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive

th thyears from 7 July, 2014 upto 6 July, 2019, whose office shall not be liable to retire by rotation.”

10. APPOINTMENT OF MRS. KIRAN ARORA (DIN:06912214) AS AN INDEPENDENT DIRECTOR


“RESOLVED THAT Mrs. Kiran Arora (DIN:06912214) who was appointed as an Additional (Independent) Director of the Company by the Board on th7 July, 2014 pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (referred to as

the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement (including any


2

statutory modifications or re-enactments or amendments thereof for the time being in force) read with Schedule IV to the Act, and whose tenure of office expires at the ensuing Annual General Meeting pursuant to the provisions of Section 161 of the Act and in respect of whom the Company has received a notice in writing along with a deposit of Rs.1, 00,000/- under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director , be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years

th thfrom 7 July, 2014 upto 6 July, 2019, whose office shall not be liable to retire by rotation.”

11. BOROWING POWERS TO THE BOARD UNDER SECTION 180 (1) (c)

To consider and if thought fit, to give assent/ dissent, with or without modification(s), to the following resolution as Special Resolution:-

“RESOLVED THAT in supersession of the earlier resolution passed under erstwhile Section 293(1)(d) of the Companies Act, 1956 at the Extra-Ordinary General Meeting of the Company held on 11th December, 2007, consent of the Company be and is hereby accorded in terms of Section 180(1) (c), 180(2) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force), to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) for borrowing any sum or sums of monies for and on behalf of the Company from time to time, which together with the money already borrowed by the company, (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may exceed the aggregate of its paid-up Capital and free reserves, provided that the total amount so borrowed by the Company shall not exceed Rs.2000 Crore(Rupees Two Thousand Crore Only) or the aggregate of paid-up share capital and free reserves of the Company whichever is higher.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to finalize, settle and execute such documents, deeds, writings, papers and agreements as may be required and to do all such acts, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable to give effect to the above resolution.”

12. CONTRIBUTION TO CHARITABLE & OTHER FUNDS NOT RELATED TO THE BUSINESS OF THE COMPANY

To consider and if thought fit, to pass with or without modifications the following resolution as Special Resolution: -

“RESOLVED THAT pursuant to the provisions of Section 181 of the Companies Act, 2013 and other applicable provisions, if any, the consent of the members be and is hereby accorded to the Board of Directors for contributing and/or subscribing from time to time in any financial year to any national, charitable, social, benevolent, public or general and other funds/institutions/ hospitals/ trusts/entities not directly relating to the business of the Company or the welfare of its employees upto a maximum amount of Rs.1 Crore notwithstanding that such contribution may exceed five percent of the average net profits of the Company during the three immediately preceding financial years.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to finalize, settle and execute such documents, deeds, writings, papers and agreements as may be required and to do all such acts, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable to give effect to the above resolution.”

(Shweta Marwah)Company Secretary

M.No.18730


By order of the BoardFor SRS Real Infrastructure Ltd.

NOTES

1. A member entitled to attend and vote at the meeting 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 person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights

2. The enclosed proxy form, duly completed, stamped and signed, must reach at the Registered Office not later than 48 hours before the scheduled time of the Meeting.

3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days' notice in writing is given to the Company.

4. 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 in terms of Section 113 of the Companies Act, 2013.

5. The relevant Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 in respect of Item Nos.4-12 as set out above is appended herein below.


3

6. In terms of Section 149 of the Companies Act, 2013, the provisions of retirement by rotation are not applicable to Independent Directors. Therefore, Dr. Anil Jindal, Director, retires by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

7. The relevant information as required under Clause 49 (IV) (G) (i) of the Listing Agreement in respect of the Directors seeking appointment/re-appointment is annexed to this notice. The Directors have furnished the requisite consents/declarations for their appointment/reappointment.

8. M/s. S. S. Kothari Mehta & Co., Chartered Accountants and M/s. Naresh Jai & Associates, Chartered Accountants have submitted their certificates expressing their eligibility for re-appointment as Joint Statutory Auditors of the Company in terms of Section 139 (1) of the Companies Act, 2013 and Rules made thereunder.

9. Beetal Financial & Computer Services Pvt. Ltd. is the Registrar and Share Transfer Agents (RTA's) of the Company. All investor relation communication may be sent to RTA's at the following address :

Beetal Financial & Computer Services Pvt. Ltd.rd Beetal House, 3 Floor,

99, Madangir, Behind Local Shopping Centre, Near Dada Harsukh Dass Mandir, New Delhi–110062 Ph. #011-29961281-283, Fax#011-29961284 Email id: [email protected]

10. Members are requested to notify all the changes, if any, in their addresses/particulars to their depository participants in respect of their holding in electronic form and to RTA's at the above address in respect of their holding in physical form.

nd th11. The Register of Members and Share Transfer Books will remain closed from 22 August, 2014 to 28 August, 2014 (both days inclusive).

12. Members wishing to claim dividends, which remained unclaimed, are requested to approach the Company/RTA's for payment of such unpaid dividend. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company's unpaid dividend account will be transferred to Investor Education and Protection Fund in terms of Section 124 of the Companies Act, 2013

13. Members who hold shares in electronic form are requested to write their DP ID and Client ID and those holding shares in physical form are requested to write their Folio No. in the attendance slip for attending the meeting and deliver the same at the entrance of the meeting hall.

14. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

15. The Company is concerned about the environment and utilizes all natural resources in an optimum way. Therefore, you are requested to update your email id with your Depository Participants to enable us to send you the reports and other communications via email.

th16. Copies of the Annual Report and Notice of 24 Annual General Meeting and the instructions for e-voting along with Attendance Slip and Proxy Form are being sent by electronic mode to all the Members whose email addresses are registered with Company/Depository Participant(s) and physical copies of the aforesaid documents are also being sent through permitted mode.

17. Pursuant to Section 72 of the Companies Act, 2013 shareholders holding shares in physical form may file their nomination in the prescribed Form SH-13 with the Company's RTA. In respect of shares held in demat/electronic form, the nomination form may be filed with the respective Depository Participant.

18. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, th2014, the Company is pleased to provide the members facility to exercise their right to vote at the 24 Annual General Meeting of the Company by

electronic means and the businesses may be transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL). The complete details of the instructions for e-voting are annexed to this Notice.

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

20. All documents referred to in the Notice will be available for inspection at the Company's registered office during business hours on working days upto the date of AGM.

21. Should any assistance be desired/clarification be sought, you may write at [email protected]


M.No.18730




4

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.4

thSh. Parveen Tayal was appointed as an additional Director of the Company by the Board on 4 April, 2014. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013 and a notice has been received from a member proposing his name for the Directorship of the Company along with a deposit of Rs.1,00,000/- under the provisions of Section 160 of the Companies Act, 2013. The Board believes that his directorship in the Company will be in the interest of the Company.

The Company has received from Sh. Parveen Tayal consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013. Except Sh. Parveen Tayal no other Director or Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the resolution set forth in Item No. 4 for the approval of members.

ITEM NO.5

thSh. Jitender Kumar Garg was re-appointed as Managing Director of the Company for a period of Three (3) years with effect from 7 March, 2014 at the remuneration of Rs.1, 00,000/- p. m as set out below

Basic Salary

Particulars 40037

HRA

25024

Conveyance

6006

Medical

10009

Education

5005

CCA

8638

Gross Salary

94719

PF Deduction

4804

Net Salary

89915

Employers' PF Contribution

5281

CTC p.m.

100000

Amount in `

All the Statutory benefits applicable to the Company from time to time shall be applicable as per applicable provisions for the time being in force.

Sh. Jitender Kumar Garg satisfies all the conditions set out in Part- I of Schedule V to the act and also conditions set out under Section 196(3) of the Act for being eligible for his re-appointment. A notice in writing has been received from a member proposing the candidature of Sh. Jitender Kumar Garg for the office of Managing Director of the Company along with a deposit of Rs.1,00,000/- under the provisions of Section 160 of the Companies Act, 2013.

The terms & conditions of his appointment are as follows: -

l Remuneration - As provided in the Resolutionth thl Period of Appointment - Three (3) years beginning from 7 March, 2014 to 6 March, 2017

l The appointment may be terminated by either party by giving three months' notice in writing on such termination or as may be mutually agreed between the parties.l Sh. Jitender Kumar Garg shall perform such duties as shall from time to time be entrusted upon him by the Board of Directors in accordance with the provisions of Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

The Company has received from Sh. Jitender Kumar Garg consent in writing to act as Managing Director and that he is not disqualified.

Shareholders' approval is sought for confirmation and ratification of the resolution passed by the Board of Directors.

The proposed resolution is to be passed as an Ordinary resolution.

Except Sh. Jitender Kumar Garg, no other Director or Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financial or otherwise in the proposed resolution.


5


ITEM NO.6

thThe Board of Directors in their meeting held on 19 February, 2014 noted that in accordance with the provisions of Section 203 of The Companies Act, 2013, one person can't hold the positions of Managing Director and CFO as well. Therefore, Sh. Jitender Kumar Garg has vacated the office of CFO.

thAccordingly, Sh. Rajesh Singla was appointed as Whole-Time Director & CFO of the Company for a period of 3 (Three) years with effect from 19 February, 2014 at a remuneration of Rs.60,323/- p.m. as set out here in below:

Basic 21, 138/-

House Rent Allowance 12, 079/-

Conveyance Allowance 3, 624/-

Medical Allowance 6, 039/-

CCA 10, 109/-

Education Allowance 4, 529/-

Employer's P.F. Contribution 2, 805/-

CTC 60, 323/-

All the Statutory benefits applicable to the company from time to time shall be applicable as per applicable provisions for the time being in force.

Sh. Rajesh Singla satisfies all the conditions set out in Part- I of Schedule V to the act and also conditions set out under Section 196(3) of the Act for being eligible for his re-appointment. A notice in writing has been received from a member proposing the candidature of Sh. Rajesh Singla for the office of Whole-Time Director & CFO of the Company along with a deposit of Rs.1,00,000/- under the provisions of Section 160 of the Companies Act, 2013.

The terms & conditions of his appointment are as follows: - l Remuneration - As provided in the Resolution

th thl Period of Appointment - Three (3) years beginning from 19 February, 2014 to 18 February, 2017l The appointment may be terminated by either party by giving three months' notice in writing on such termination or as may be mutually agreed between the parties.l Sh. Rajesh Singla shall perform such duties as shall from time to time be entrusted upon him by the Board of Directors in accordance with the provisions of Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

The Company has received from Sh. Rajesh Singla consent in writing to act as Director and that he is not disqualified.

Shareholders' approval is sought for confirmation and ratification of the resolution passed by the Board of Directors.

The proposed resolution is to be passed as an Ordinary resolution.

Except Sh. Rajesh Singla, no other Director or Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financial or otherwise in the proposed resolution.


ITEM NO.7

Sh. Kailash Tayal has been an Independent Director of the Company since 2010. With the enactment of the Companies Act, 2013, it is now incumbent upon every listed company to appoint Independent Directors in term of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company, after reviewing the provisions of the Act and Listing Agreement, is of the opinion that Sh. Kailash Tayal fulfills the conditions specified in the Listing Agreement, Act & Rules made there under to be eligible to be appointed as an Independent Director of the Company. The Board is also of the opinion that he is independent of the management of the Company. The Board considers that his continued association would be of immense benefit to the company.

A copy of the draft letter for the appointment of Sh. Kailash Tayal as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company's registered office during normal business hours on working days up to the date of the AGM.

A notice in writing has been received from a member proposing the candidature of Sh. Kailash Tayal for the office of Independent Director of the Company along with a deposit of Rs.1, 00,000/- under the provisions of Section 160 of the Companies Act, 2013.

The Company has received from Sh. Kailash Tayal consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013 and a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Amount in `Particulars

6


The resolution seeks the approval of the members in terms of Sections 149 and other applicable provisions of the Companies Act, 2013 and the Rules st stmade there under for appointment of Sh. Kailash Tayal as Independent Director for Five (5) consecutive years commencing from 1 August, 2014 to 31

July, 2019. He is not liable to retire by rotation.

None of the Directors, KMP or their relatives is interested either directly or indirectly, in the said proposal, except Sh. Kailash Tayal.

The Board recommends the resolution set out in Item No. 7 for the approval of members

ITEM NO.8

Sh. Praveen Sharma has been an Independent Director of the Company since 2010. With the enactment of the Companies Act, 2013, it is now incumbent upon every listed company to appoint Independent Directors in term of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company, after reviewing the provisions of the Act and Listing Agreement, is of the opinion that Sh. Praveen Sharma fulfills the conditions specified in the Listing Agreement, Act & Rules made there under to be eligible to be appointed as an Independent Director of the Company. The Board is also of the opinion that he is independent of the management of the Company. The Board considers that his continued association would be of immense benefit to the company.

A copy of the draft letter for the appointment of Sh. Praveen Sharma as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company's registered office during normal business hours on working days up to the date of the AGM.

A notice in writing has been received from a member proposing the candidature of Sh. Praveen Sharma for the office of Independent Director of the Company along with a deposit of Rs.1, 00,000/- under the provisions of Section 160 of the Companies Act, 2013.

The Company has received from Sh. Praveen Sharma consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013 and a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

The resolution seeks the approval of the members in terms of Sections 149 and other applicable provisions of the Companies Act, 2013 and the Rules stmade there under for appointment Sh. Praveen Sharma as an Independent Director for Five (5) consecutive years commencing from 1 August, 2014 to

st31 July, 2019. He is not liable to retire by rotation.

None of the Directors, KMP or their relatives is interested either directly or indirectly, in the said proposal, except Sh. Praveen Sharma.

The Board recommends the resolution set out in Item No.8 for the approval of members.

ITEM NO.9

thSh. Dilip Singh was appointed as an additional (Independent) Director of the Company by the Board on 7 July, 2014. His tenure of office expires at the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013 and a notice has been received from a member proposing his candidature for the office of Director of the Company along with a deposit of Rs.1, 00,000/- under the provisions of Section 160 of the Companies Act, 2013.

The Board of Directors of the Company, after reviewing the provisions of the Act and Listing Agreement, is of the opinion that Sh. Dilip Singh fulfills the conditions specified in the Listing Agreement, Act & Rules made there under to be eligible to be appointed as Independent Director of the Company. The Board is also of the opinion that he is independent of the management of the Company. The Board considers that his association would be of immense benefit to the Company.

A copy of the draft letter for the appointment of Sh. Dilip Singh as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company's registered office during normal business hours on working days up to the date of the AGM.

The Company has received from Sh. Dilip Singh consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013 and a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

The resolution seeks the approval of the members in terms of Sections 149 read with Schedule IV and other applicable provisions of the Companies Act, th2013 and the Rules made there under for appointment of Sh. Dilip Singh as an Independent Director for Five (5) consecutive years commencing from 7

thJuly, 2014 to 6 July, 2019. He is not liable to retire by rotation.

7


None of the Directors, KMP or their relatives is interested either directly or indirectly, in the said proposal, except Sh. Dilip Singh.


ITEM NO.10

With the enactment of the Companies Act, 2013, it is now incumbent upon every listed company to appoint Woman Director in term of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, as amended from time to time.

th Mrs. Kiran Arora was appointed as an additional (Independent) Director of the Company by the Board on 7 July, 2014. Her tenure of office expires at the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013 and a notice has been received from a member proposing her candidature for the office of Director of the Company along with a deposit of Rs.1, 00,000/- under the provisions of Section 160 of the Companies Act, 2013.

The Board of Directors of the Company, after reviewing the provisions of the Act and Listing Agreement, is of the opinion that Mrs. Kiran Arora fulfills the conditions specified in the Listing Agreement, Act & Rules made there under to be eligible to be appointed as Independent Director of the Company. The Board is also of the opinion that she is independent of the management of the Company. The Board considers that her association would be of immense benefit to the Company.

A copy of the draft letter for the appointment of Mrs. Kiran Arora as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company's registered office during normal business hours on working days up to the date of the AGM.

The Company has received from Mrs. Kiran Arora consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that she is not disqualified under Section 164(2) of the Companies Act, 2013 and a declaration to the effect that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

The resolution seeks the approval of the members in terms of Sections 149 read with Schedule IV and other applicable provisions of the Companies Act, th2013 and the Rules made there under for appointment of Mrs. Kiran Arora as an Independent Director for Five (5) consecutive years commencing from 7

thJuly, 2014 to 6 July, 2019. She is not liable to retire by rotation.

None of the Directors, KMP or their relatives is interested either directly or indirectly, in the said proposal, except Mrs. Kiran Arora.


ITEM NO.11

The Company is expanding its business aggressively and thus requires funds on regular basis, for capital expenditure and working capital needs and may need to borrow in excess of its paid-up capital and free reserves.

In pursuance of Section 180 (1) (c) of the Companies Act, 2013 approval of the Shareholders is required to borrow money in excess of paid-up capital of the Company and its free reserves.

None of the Directors, KMP or their relatives are concerned or interested in the resolution except to the extent that he or she is a Director/KMP.

The Board recommends the resolution set out in Item No.11 for the approval of members as Special Resolution.

ITEM NO.12 For making contribution to certain projects or schemes for promoting the social or economic welfare or upliftment of needy sections of the society, the approval of the members is sought to permit the Board to contribute funds upto a maximum amount of Rs.1 Crore notwithstanding that such contribution may exceed five percent of its average net profits, as the case may be, as determined in accordance with the provisions of the Companies Act, 2013 during the three immediately preceding financial years, pursuant to the provisions of Section 181 of the Companies Act, 2013.

None of the Directors, KMP or their relatives are concerned or interested in the resolution except to the extent that he or she is a Director/KMP.

The Board recommends the resolution set out in Item No. 12 for the approval of members as Special Resolution.


M.No.18730



8


INFORMATION OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENTPURSUANT TO CLAUSE 49 (IV) (G) (i) OF THE LISTING AGREEMENT


(Shweta Marwah) Company Secretary

M.No.18730

Name of Director Date of Birth

Qualification Exp. Directorship in other Indian

Companies

Chairmanship/ Membership of

Committees of the Board of Public Ltd. Companies

No. of Shares held in the Company

Dr. Anil Jindal 20.04.1964 M. Com, MBA, CCA, Ph. D.,

D.Litt.

28 Yrs. · SRS Limited · SRS Finance Ltd. · SRS Global Securities Ltd. · SRS Professional Services

Ltd. · BTL Holding Company Ltd.

Chairman-1 Member-2

2849440

Sh. Parveen Tayal 28.10.1989 MBA 2 Yrs. · SRS Modern Sales Ltd. - -

Sh. Jitender Kumar Garg

22.01.1964 M.Com, M. Phil, L.Lb

24 Yrs. · SRS Limited · SRS Professional Services

Ltd. · SRS Xanthic Projects Pvt.

Ltd. · JK Professionals Pvt. Ltd.

Chairman-1 1381000

Sh. Rajesh Singla 12.02.1972 B.Sc. 16 Yrs. · SRS Real Estate Ltd. · SRS Professional Services

Ltd. · SRS Automotive

Components Pvt. Ltd. · SRS Computech Ltd. · SRS Hitech Projects Ltd. · Grand Realtech Ltd. · Nav Nirman Realtech Ltd. · Auspicious Real Estate Ltd.

- 838000

Sh. Kailash Tayal 02.05.1975 M.Com 12 Yrs. · Shri Krishna Landscapers Pvt. Ltd.

· Golden Propmart Pvt. Ltd.

- -

Sh. Praveen Sharma

13.10.1978 B.Com 14 Yrs. · SRS Finance Ltd. Member-1 -

Sh. Dilip Singh 26.02.1991 B.Tech 2 Yrs. · SRS Real Estate Ltd. - -

Mrs. Kiran Arora 21.04.1971 MBA (Finance) 15 Yrs.


- - -

9


The instructions for members for voting electronically are as under:-

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select name of the Company “SRS REAL INFRASTRUCTURE LTD.” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders)

· Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the 8 digits of the sequence number in the

PAN field.

· In case the sequence number is less than 8 digits enter the applicable number of 0’s before the

number after the first two characters of the name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat

account or folio in dd/mm/yyyy format.

Dividend

Bank

Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said

demat account or folio.

· Please enter the DOB or Dividend Bank Details in order to login. I f the details are not recorded

with the depository or company please enter the member id / folio number in the Dividend Bank

details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for SRS REAL INFRASTRUCTURE LTD. on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

l Institutional shareholders (i.e. other than Individuals, HUF, NRIs etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

l They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

10


l After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

l The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

l They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

General Instructions: -

th nd(A) The e-voting period commences on Wednesday, 20 August, 2014 (10.00 a.m. IST) and ends on Friday, 22 August, 2014 (6.00 p.m. IST). During this thperiod shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 18 July,

2014 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once, the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

(B) Since the Company is required to provide members the facility to cast their vote by electronic means, the shareholders holding shares either in physical thform or in dematerialized form as on the cut-off date (record date) of 18 July, 2014 and not casting their vote electronically, may only cast their vote at

the Annual General Meeting.

(C) Mrs. Savita Trehan, Practicing Company Secretary (CP No.2569) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(D) The Scrutinizer shall, within a period of three working days from the conclusion of the e-voting period, unlock the votes in the presence of at least two witnesses, not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.

th(E) The voting right of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on 18 July, 2014.

(F) The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.srsparivar.com and on the website of CDSL th thwithin two days of passing the resolutions at the 24 Annual General Meeting of the Company on 28 August, 2014.

(G) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

11


SRS REAL INFRASTRUCTURE LIMITEDthRegd. Office: SRS Tower, 721, 722, 727, 7 Floor, Near Metro Station Mewla Maharajpur, G.T. Road, Faridabad (NCR Delhi)-121003

T 0129-4323100 F 0129-4323195 W www.srsparivar.com E [email protected]

CIN : L65910HR1990PLC040431

ATTENDANCE SLIP

Folio No./ DP ID/ Client ID :

Number of Shares held:

Name and Address of the Member:

I certify that I am a member/proxy for the shareholder of the Company.

th thI hereby record my presence at the 24 Annual General Meeting of the Company held on Thursday, 28 August, 2014 at 10.30 A.M at “SRS Banquet”, Near SRS Multiplex, City Centre, Sector-12, Faridabad, Haryana- 121007

Signature of Member/Proxy

Note:

1. Please complete the Folio/DP ID-Client ID No., Name and address, sign the Attendance slip and hand it over at the entrance of the Meeting Hall. Joint member may obtain additional Attendance Slip at the venue of the meeting.

st2. Electronic copy of the Annual Report for the financial year ended 31 March, 2014 and Notice of the AGM along with Attendance Slip and proxy form is being sent to all members whose e-mail address is registered with the Company/ Depository Participant. Members receiving electronic copy and attending the AGM can print copy of this Attendance Slip.

st3. Physical copy of the Annual Report for the financial year ended 31 March, 2014 and Notice of the AGM along with Attendance Slip and proxy form is sent in the permitted mode(s) to all members.


SRS REAL INFRASTRUCTURE LIMITEDthRegd. Office: SRS Tower, 721, 722, 727, 7 Floor, Near Metro Station Mewla Maharajpur, G.T. Road, Faridabad (NCR Delhi)-121003

T 0129-4323100 F 0129-4323195 W www.srsparivar.com E [email protected]

CIN : L65910HR1990PLC040431

I/We being the Member(s) of _________________________________________shares of SRS REAL INFRASTRUCTURE

LIMITED hereby appoint

1. Name__________________________________________E-Mail ID:____________________________________

Address:___________________________________________________________________________________

_______________________________________Signature:____________________________, or failing him/ her

2. Name__________________________________E-Mail ID:____________________________________________

Address:____________________________________________________________________________________

________________________________________Signature:___________________________, or failing him/ her

3. Name___________________________________E-Mail ID:___________________________________________

Address:___________________________________________________________________________________

________________________________________Signature:___________________________, or failing him/ herthas my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24 Annual General Meeting of the

thCompany to be held on Thursday 28 August, 2014 at 10.30 A.M at “SRS Banquet”, Near SRS Multiplex, City Centre,

Sector-12, Faridabad, Haryana- 121007 and at any adjournment thereo.

**I wish my above Proxy to vote in the manner as indicated in the box below :

Form No. MGT-11

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration)

Rules, 2014)

Name of the Member(s):

Registered address:

E-mail ID: Folio No.(DP ID and Client ID:

Resolutions For Against

1. Consider and adopt: Audited Financial Statement, Reports of the Board of Directors and Auditors for the

st financial year ended 31 March 2014

2. Re-appointment of Dr. Anil Jindal who retires by rotation

3. Appointment of Auditors and fixing their remuneration

4. Appointment of Sh. Parveen Tayal as Director of Company

5. Re-appointment of Sh. Jitender Kumar Garg as Managing Director

6. Appointment of Sh. Rajesh Singla as WTD & CFO


Signed this …….........................…………….day of ………..............…… 2014

________________________ _______________________Signature of First Proxy holder Signature of Second Proxy holder Signature of Third Proxy holder

Reference Folio No. / DP ID & Client ID*

No. Of Shares _____________________

Notes:

(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

(3) Pursuant to the provisions of Section 105 of Companies Act, 2013, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(4) This is only optional. Please put a 'X' in the appropriate column against the resolutions indicated in the Box. If you leave the 'For' or 'Against' column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Affix hereOne Rupee

RevenueStamp

Resolutions For Against

7. Appointment of Sh. Kailash Tayal as an Independent Director

8. Appointment of Sh. Praveen Sharma as an Independent Director

9. Appointment of Sh. Dilip Singh as an Independent Director

10. Appointment of Ms. Kiran Arora as an Independent Director

11. Borrowing Powers to the Board under section 180(1)(c)

12. Contribution to charitable and other funds not related to business

*Applicable for investors holding shares in electronic form


CIN : L65910HR1990PLC040431thCorp. & Regd. Office: SRS Tower, 721, 722, 727, 7 Floor, Near Metro Station Mewla Maharajpur, G. T. Road,

Faridabad (NCR Delhi) – 121003, T 0129-4323100 F 0129-4323195

Admin. Office: SRS Multiplex, Top Floor, City Centre, Sector-12, Faridabad (NCR Delhi) - 121007 T 0129-4282801-08 F 0129-4282809-810

Branch Office: 202, 27 New Delhi House, Barakhamba Road, Connaught Place, New Delhi - 110001 T 011-41571258-60 F 011-41571269

W www.srsparivar.com E [email protected]

SRS REAL INFRASTRUCTURE LTD.If undelivered, please return to Corp. & Regd. Office :

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