SRS Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2016

To,

The Shareowners,

The Directors present the 16^th Annual Report of the Company for FY 2015-16, along with the audited statements of accounts for the same period.

FINANCIAL RESULTS

The results of your Company for the year ended 31^st March, 2016 are as follows: -

Rs, in Lacs

Particulars	31.03.2016	31.03.2015
Revenue from Operations	3,73,282.51	3,82,483.79
Other Income	90.55	586.00
Total Revenue	3,73,373.06	3,83,069.79
Profit/(Loss) before Finance Cost, Depreciation & Amortization Expense and Tax	11,898.55	14,051.50
Finance Cost	8,089.25	7,062.97
Profit before Depreciation & Tax	3,809.30	6,988.53
Depreciation	1,890.30	2,088.43
Profit before Tax	1,919.00	4,900.10
Provision for Tax
- Current	410.70	1,037.02
- Deferred Tax	(36.66)	(27.50)
- MAT Credit	(71.41)	(12.85)
- Earlier Years	18.60	22.04
Profit after Tax	1,597.77	3,881.39
Face Value per Equity Share (in Rs.)	10.00	10.00
Earnings Per Share (in Rs.)
- Basic	0.57	1.39
- Diluted	0.57	1.39

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The jewellery industry is highly exposed to commodity (gold) price as well as regulatory risks..

It may be noted that jewellery segment contributes around 90% to the Company''s revenues and the jewellers strike initiated against 1% increase in excise duty announced in Budget of Financial Year 2016-17, has highly impacted the jewellery business and there is severe loss of revenues and profitability resulting in cash crunch and liquidity issues.

The revenues of the company have decreased to the tune of 52% during the last quarter ended 31^st March, 2016 as compared to quarter ended December 2015 and the company suffered huge losses during the last quarter in comparison to profits earned in other three quarters.

The Company reported revenue of Rs.3732.82 Crore in FY 2015-16, representing a decline of 2.41% over the figure of Rs.3824.84 Crore reported in FY 2014-15. The PBT and PAT for FY 16 stood at Rs.19.19 Crores and Rs.15.98 Crore respectively.

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of Financial Year 2015-16 and the date of this report.

DIVIDEND

Your Company is facing liquidity crunch and endures to utilize internal accruals for its business verticals, therefore, the Board do not recommend any dividend on equity shares for the financial year under review.

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act, 2013, Sh. Raju Bansal 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.

Sh. Nishant Goel, Independent Director has resigned from directorship of the Company on 10^th September, 2015, due to other preoccupations. The Board placed on record its appreciation for the services rendered by Sh. Nishant Goel during his tenure of directorship with the Company.

CA Ms. Sangeeta Adlakha was appointed as an Additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 10^th September, 2015 up to 9^th September, 2020, not liable to retire by rotation. However, due to other preoccupations, she was not able to continue as Director of the Company and resigned on 22^nd June, 2016. The Board placed on record its appreciation for the services rendered by CA Ms. Sangeeta Adlakha during her tenure of directorship with the Company.

Sh. Praveen Kumar Kapoor was appointed as an Additional Director of the Company on 19^th January, 2016. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for reappointment.

Sh. Ankit Garg has resigned from the directorship of the Company on 19^th January, 2016. The Board placed on record its appreciation for the services rendered by Sh. Ankit Garg during his tenure of directorship with the Company.

CA Sh. Vaibhav Gupta was appointed as an Additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 13^th July, 2016 up to 12^th July, 2021, not liable to retire by rotation. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for reappointment.

A brief resume of appointee Directors, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Notice calling 16^th Annual General Meeting of the Company.

All the Independent Directors have given a declaration dated 31^st March, 2016 under sub-section (6) of Section 149 of the Companies Act, 2013 confirming their independence.

Sh. Sunil Jindal, Managing Director, Dr. Anil Jindal, Sh. Vinod Kumar and Sh. Raju Bansal, Executive Directors are not receiving any commission/remuneration from any Holding/Subsidiary Companies of the Company.

NUMBER OF BOARD MEETINGS

During the year under review, Eighteen (18) meetings of the Board of Directors were held. Independent Director''s also had their separate meeting on 30^th March, 2016. The details of Board meetings and the attendance of Directors in such meetings are given in the ''Corporate Governance Report'' forming part of this Annual Report.

PERFORMANCE EVALUATION MECHANISM

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

REMUNERATION POLICY

Information regarding Remuneration Policy is given in the Corporate Governance Report.

COMPOSITION OF COMMITTEES

The composition of Corporate Social Responsibility Committee as required under Section 135(2) and the composition of Audit Committee as required under Section 177 (8) of the Companies Act, 2013 is given in the Corporate Governance Report.

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given guarantee in favour of any person/company during the financial year 2015-16.

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

S. No.	Name of the Entity	Nature of transaction	Amount	Particulars of Loans, Guarantee or Investment
1	SRS Entertainment India Ltd. (Formerly known as SRS Entertainment Limited)	Loan	Rs.3,28,66,977/-	Temporary Loan for expansion of business.
2.	SRS Entertainment India Ltd. (Formerly known as SRS Entertainment Limited)	Investment	Rs.18,34,00,000/-	Acquired the shares of the Company to make it wholly owned subsidiary

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. There being no ''material'' related party transactions as defined under the Companies Act, 2013 read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence, there are no details to be disclosed in Form AOC-2 in that regard.

CREDIT RATING

The Directors hereby inform you that due to liquidity crunch in the Company, ICRA Limited has revised its ratings to the Bank Facilities and Fixed Deposits of the Company as under:

1. Long Term rating (Fund Based) - ICRA D

2. Short Term rating (Non-Fund Based) - ICRA D

3. Fixed Deposit (Medium Term) - MD

FIXED DEPOSITS

The Company has accepted Public Deposits/Fixed Deposits amounting to Rs. 7689.75 Lacs during the year under review after complying with the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. During the Year Rs.196 Lacs were paid prematurely and the balance as on 31^st March, 2016 is Rs.9492.70 Lacs.

The Company has issued the Circular or Circular in the form of Advertisement inviting Deposits, pursuant to section 73 (2) (a) and section 76 read with rule 4(1) and 4(2) of the Companies (Acceptance of Deposits) Rules, 2014 which was in continuation of earlier Form DPT-1 dated 6^th August, 2015 & Addendum to Form DPT-1 dated 15^th December, 2015. .

Due to liquidity crunch in the Company, the Company was not able to maintain liquid assets for the year ended 31^st March, 2016 as required under Rule 13 of the Companies (Acceptance of Deposits) Rules, 2014.

The Company has been regular in repayment of Principal Amounts till mid of April, 2016. But after that there is a default in repayment of principal amounts. However, Interest is being paid regularly.

The Company has filed the petition for getting extension of time for repayment of Principal Amount as well as exemption from creating reserve of 15% as required under Rule 13 of the Companies (Acceptance of Deposits) Rules, 2014 from the National Company Law Tribunal, Principal Bench, New Delhi.

UNCLAIMED REFUND & INTEREST ON REFUND ACCOUNT

The Company has Rs. 1,49,900/- as unclaimed in the Refund Account and Rs.29, 277/- as unclaimed in the Interest on Refund Account maintained with the State Bank of India, for IPO of the Company as on 31^st March, 2016.

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 have tendered their resignation letters dated 20^th August, 2016. The Board has accepted their resignations in their meeting held on 24^th August, 2016.

The Board has filled the casual vacancy by appointing M/s. SVP & Associates, Chartered Accountants and M/s. Oswal Sunil & Company, Chartered Accountants as a Joint Statutory Auditors of the Company in their meeting held on 24^th August, 2016.

M/s. SVP & Associates, Chartered Accountants and M/s. Oswal Sunil & Company, Chartered Accountants have given their consent and confirmed that their appointment, if made, in the AGM will be within the prescribed limits under Section 141(3) of the Companies Act, 2013 and they are not disqualified for such appointment within the meaning of Section 141 of the said Act.

Internal Auditors

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

M/s. Love Mangla & Co.

M/s. Sumit Chhabra & Co.

M/s. SRGM & Associates

Secretarial Auditor

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

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

AUDITORS'' REPORT

The Joint Statutory Auditors'' M/s. S. S. Kothari Mehta & Co., Chartered Accountants and M/s. Rakesh Raj & Associates, Chartered Accountants, have given the following two Qualifications in Joint Statutory Audit Report:

I. Trade Receivables at UAE Branch includes an amount of Rs.34,272 Lacs on account of sale to parties, during the year in UAE (including an amount of Rs.14,756 Lacs on account of sale to parties from inventories sent through NSEZ unit of the company located in India to UAE Branch through Branch Transfer), which are unsecured/not backed up by any security.

Hence, the Auditors'' are unable to form an opinion on the recoverability of the same & consequent impact on the profit of the Company for the quarter/year ended 31^st March 2016.

Management''s estimation on the impact of audit qualification:

''Nil'' as per management in view of the following:

There are Trade Receivables at UAE Branch amounting to Rs.34, 272 Lacs on account of sale to parties, during the year in UAE (including an amount of Rs.14, 756 lacs on account of sale to parties from inventories sent through NSEZ unit of the company located in India to UAE Branch through Branch Transfer and Rs.19,516 lacs on account of local sale to parties by the UAE Branch).

Trade receivables of Rs.14,756 lacs on account of sale to parties from inventories sent through NSEZ are within the limit as prescribed by the Reserve Bank of India (RBI) in terms of its Master Circular No. 14/2015-16 dated July 01, 2015. Moreover, the Company has a good track record of recovery from the overseas debtors since inception of overseas trade. An outstanding of Rs.23, 062 lacs standing as at 31^st March 2015 on account of direct sale to parties from NSEZ unit of the company was fully recovered in the first six months of current financial year ended 31^st March 2016.

Further, Remaining Trade Receivables amounting to Rs.19,516 lacs on account of local sale to parties by the UAE Branch is outstanding for less than six month which would be recovered in due course of time. There is a general practice in the local market of UAE to trade on unsecured basis. In the same way, company has unsecured trade payables amounting to Rs.19,717 lacs on account of local purchase from the parties by the UAE Branch.

II. Deposit Repayment Reserve Account for the Fixed deposits at the close of the year, required under Section 73(2)(c) of the Companies Act,2013 equal to 15% of the deposits maturing in the year & year following were found short by Rs.1,158 Lacs.

The Auditors'' are unable to comment on the financial implications in respect of the same.

The Secretarial Auditor Ms. Savita Trehan has also mentioned this qualification in her Secretarial Audit Report.

Management''s estimation on the impact of audit qualification:

''Nil'' as per management in view of the following:

The Company was not able to maintain funds in the liquid assets as required under the provisions of Section 73(2)(c) read with Rule 13 of the Companies (Acceptance of Deposits)

Rules, 2014 due to Jewellers strike initiated against 1% levy of excise duty in Budget of Financial Year 2016-17, which has highly impacted the jewellery business of the Company and there is severe loss of revenues, profits and liquidity issues.

The Company has filed the petition for getting extension of time for repayment of Principal Amount as well as exemption from creating reserve of 15% as required under Rule 13 of the Companies (Acceptance of Deposits) Rules, 2014 from the National Company Law Tribunal, Principal Bench, New Delhi.

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

SUBSIDIARIES AND BRANCHES

The Company has acquired 100% shareholding in SRS Entertainment India Limited (Formerly known as SRS Entertainment Limited) by making investment of Rs.1,34,25,000/-in this Company on 2^nd January, 2016 for expansion of its Cinema Business. On 31^st March, 2016, the Company had investment of Rs.1, 83, 40,000/- in this Subsidiary Company.

The Company is also having Wholly Owned Subsidiary in the name of “SRS Worldwide (FZC) at Sharjah Airport International Free Zone (SAIF Zone), Sharjah.

The Company is also having Branch at Sharjah Airport International Free Zone (SAIF Zone), Sharjah, UAE for its jewellery business.

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

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Section 129(3) of the Companies Act, 2013 and Accounting Standard - 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the year 2015-16.

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act , 2013 read with sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided here in below:-

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

S. Name of No. Directors	Nature of Directorship	Ratio
1. Dr. Anil Jindal	Chairman (Executive)	128:1
2. Sh. Sunil Jindal	Managing Director	68:1
3. Sh. Raju Bansal	Whole-Time Director	42:1
4. Sh. Vinod Kumar	Whole-Time Director	42:1

(ii) the percentage increase in remuneration of Managing Director, Whole-Time Director & CFO and Company Secretary in the financial year 2015-2016:

S. No.	Name of Directors / KMPs	Nature of Directorship	Ratio
1.	Sh. Sunil Jindal	Managing Director	-
2.	Sh. Raju Bansal	Whole-Time Director	-
3.	Sh. Bhagwan Dass	Chief Financial Officer	2.13%
4.	Dr. (Ms.) Navneet Kwatra	C.O.O. & Company Secretary	2.13%

As the jewellery strike has badly impacted the Company and the Company''s operating cycle remained disrupted for the last 2-3 months. The debtors realization of jewellery segment too was negligible. All such things cumulatively affected the cash flows of the Company severely.

Therefore, for better efficiency in the long-term and for overall good of the Company, the remuneration of all the Key managerial Personnel''s of the Company i.e. the Chairman, Managing Director, Executive Directors, C.O.O & Company Secretary, Chief Finance Officer and Chief Accounts Officer were reduced w. e. f. 1^st June, 2016.

All the KMPs gave their consent for the same.

S. No.	Name	Designation	Revised Remuneration (p.m.) (in Rs.)
1.	Dr. Anil Jindal	Chairman (Executive)	3,50,000/-
2.	Sh. Sunil Jindal	Managing Director	2,00,000/-
3.	Sh. Raju Bansal	Whole-Time Director	1,25,000/-
4.	Sh. Vinod Kumar	Whole-Time Director	1,25,000/-
5.	Sh. Bhagwan Dass	Chief Accounts Officer	1,00,000/-
5.	Dr. (Ms.) Navneet Kwatra	C.O.O. & Company Secretary	1,00,000/-
6.	Ms. Seema Narang	Chief Accounts Officer	1,00,000/-

Further, there was no increase in the remuneration of Non-Executive Directors by way of sitting fee for attending Board/Committee meetings for the financial year 2015-16. No profit linked commission is paid to Non-Executive independent Directors of the Company.

(iii) the percentage increase in the median remuneration of employees during the financial year was 0.86 %.

(iv) the number of permanent employees on the rolls of Company as on 31^st March, 2016 is 1883.

(v) there is no employee receiving remuneration in excess of the highest paid Director during the year:

(vi) yes, the remuneration is as per the Remuneration Policy of the Company:

VIGIL MECHANISIM

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

RISK MANAGEMENT PLAN

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

LISTING AGREEMENT

The Company has executed New Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with BSE & NSE in the Board Meeting held on 12^th February, 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee.

Under the Corporate Social Responsibility, the Company has started various initiatives like:

''BETI BACHAO BETI PADHAO'' MISSION under which, the following was done

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

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

The following incentives were offered to the Girl Children admitted in SRS International School:

® 50% of Admission fees and 50% of Tuition fees of 1^st Hundred (100) Girl Children, 25% of Admission fees and 25% of Tuition fees of next Hundred (101-200) Girl Children, and

® 25% of Admission fees and 10% of Tuition fees of every Girl Child (201 and above), was borne by SRS Limited under its CSR activity These incentive are provided for a period of 3 years,

''SRS-Swachchh Faridabad-Smart Faridabad'' initiative started from sector-14, Faridabad and included the following activities: -

® Placing of dustbins in Parks, Road side areas, Markets and at such other places where the need is felt;

® Maintenance of Parks;

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

® Purchase & running of Tractors with Trolleys, Automatic Dust Collecting Machine etc. Hand carts, Wipers, Spades (Phawras), Gaintees, Hammers, Jharoos etc. for collection of garbage, medicinal spray as a precautionary measure for dengue, malaria etc., watering the plants etc.;

® Plantation Activities by planting plants at different places, maintaining the same and/or sponsoring any such activity,

® Development of Village Ferozepur Kalan, Ballabgarh, Faridabad

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

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

With the ideology of adhering to preservation and conservation of natural resources, we continue being environmentally responsible and energy efficient. We are committed to do its bit towards protection of environment and after taking positive steps in this area, the Company is keeping up its efforts to enhance its sustainable footprint. The following initiatives have been taken in this area:

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

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

® Rain Water Harvesting System is in place for re-using rain water.

® Zero water discharge status from SRS Mall area and are in a position to harvest every drop of rain water, that will improve the ground water substantially.

® Installed latest technology Energy Star Rating HVAC items for reduced electricity consumption

® Regularly & timely servicing of all DG sets and equipment for lower fuel consumption

® Increased green area around the mall, which is not only environmentally friendly but also helps control the temperature.

® Recycling of water by Ist using for fountains & then same water used for gardening purpose. This water is not drain in sewer/drain lines.

® Cleaning of surrounding parking as mission of Swachchh Faridabad.

® Timings reduced of running units to be controlled in early morning & late night.

ii) Technology Absorption : Nil

iii) Foreign Exchange Earning & Outgo

Earning in foreign Currency:

Particulars	For the year ended
	31st March, 2016	31st March, 2015
Export of goods	51,337.52	56,644.63

Expenditure in foreign Currency: ^ _i

Particulars	For the year ended
	31st March, 2016	31st March, 2015
Advertisement	-	0.05
Bank Charges & other financial expenses	5.91	5.74
Insurance Expenses	0.51	0.04
Lease Rent paid	7 .5 2.	0.41
Legal & Professional Expenses	0.15	0.87
Miscellaneous Expenses	0.05	0.14
Rates & Taxes	19.87	0.29
Other Operational Expense	39.13	-
Security & House Keeping	0.21	0.03
Travelling & Conveyance Expenses	-	4.04
Total	68.40	11.61

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the

Companies Act, 2013, the Directors of the Company confirm the

following: -

(a) that in the preparation of the annual accounts for the year ended 31^st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 an 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;

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

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

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy for the prevention of sexual harassment which has been implemented at unit level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

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

The Company has paid penalty of Rs.45,000/- each to BSE & NSE for delay in filing of Quarterly/Annual Results for the year ended 31^st March, 2016 by 9 days.

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT''S DISCUSSION & ANALYSIS

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

ACKNOWLEDGEMENT

The Board places its warm appreciation to all the Shareowners, Bankers, Auditors, Customers, employees and all other associates who supported and stood with the Company in this challenging times.

For and on behalf of the Board

Place: Faridabad

Date: 24^th August, 2016

(Sunil Jindal) (Raju Bansal)

Managing Director Whole-Time Director

DIN:00013791 DIN:00007344

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 15th Annual Report of the Company for FY 2014-15, along with the audited statements of accounts for the same period.

Financial Results

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

(Rs. in Lacs)

Particulars 31.03.2015 31.03.2014

Revenue from Operations 382,483.79 343,937-85

Other Income 586.00 149-59

Total 383,069.79 344,087.44

Profit/(Loss) before Finance Cost, Depreciation & Amortization Expense 14,051.50 11,097.24 and Tax

Finance Cost 7,062.97 4,618.02

Profit before Depreciation & Tax 6,988.53 6,479.22

Depreciation 2,088.43 1,420.30

Profit before Tax 4,900.10 5,058.92

Provision for Tax

- Current 1,037.02 1,073.80

- Deferred Tax (27.50) 220.86

- MAT Credit (12.85) (510.75)

- Earlier Years 22.04 -

Profit after Tax 3,881.39 4,275.01

Face Value per Equity Share(in Rs.) 10.00 10.00

Earnings Per Share (in H)

- Basic 2.79 3.07

- Diluted 2.79 3.07

Results of Operations and the State of Company's Affairs

The economic scenario in the country stayed upbeat with the new government formation, however, the grass root percolation of the various initiatives intended to be implemented by the government is yet to take effect. This has dampened the optimism for the near future. While there was a pressure on several sectors such as auto, infrastructure, real estate etc. seeing subdued demand growth, the consumer-driven sectors continued to stay buoyant. The falling prices of crude oil came as a major relief, helping curtail inflation and the oil import bills.

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

In terms of operations, the Company reported revenue of Rs.3830.69 Crores in FY 2014-15, representing a jump of 11.33% over the figure of Rs.3440.87 crores reported in FY2013-14. The PBT and PAT for FY 15 stood at Rs.49 Crores and Rs.38.81 Crores respectively.

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

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

Dividend

Your Company continues to expand its operations steadily across its business verticals. In view of this your Directors consider it prudent and rational to conserve resources for being appropriately re-invested into the Company's future operations and therefore, do not recommend any dividend on equity shares for the financial year under review.

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

Issue of Bonus Shares

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

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

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

Your Company has neither issued equity shares with differential rights as to dividend, voting or otherwise; nor issued any shares (including sweat equity shares) under ESOS/ESPS scheme for its employees/Directors

Board of Directors and Key Managerial Personnel

In terms of the provisions of Section 152 of the Companies Act, 2013, Dr. Anil 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.

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

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, Ms. Divya Gupta was appointed as an additional (Independent) Woman Director of the Company to hold office for five consecutive years w. e. f. 10th October, 2014 upto 9th October, 2019, not liable to retire by rotation. However, due to some other engagements, she was not able to continue as Director in the Company and resigned on 25th April, 2015. The Board placed on record its appreciation for the services rendered by Ms. Divya Gupta during her tenure of directorship with the Company.

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

A brief resume of appointee Directors, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is annexed with the Notice calling 15th Annual General Meeting of the Company.

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

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

Sh. Sunil Jindal, Dr. Anil Jindal, Sh. Vinod Kumar and Sh. Raju Bansal being Executive Directors are not receiving any commission/remuneration from any Holding/Subsidiary Companies of the Company.

Number of Board Meetings

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

Performance Evaluation Mechanism

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

Remuneration Policy

Information regarding Remuneration Policy is given in the Corporate Governance Report.

Composition of Committees

The composition of Corporate Social Responsibility Committee as required under Section 135(2) and the composition of Audit Committee as required under Section 177 (8) of the Companies Act, 2013 is given in the Corporate Governance Report.

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

Loans, Guarantees and Investments

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

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

S. Name of the Entity Nature of Amount No. transaction

1. SRS E-Retail Limited Investment Rs.5,00,000/-

2. SRS Talkies Limited Investment Rs.5,00,000/- (Presently known as SRS Entertainment Limited)

3. SRS E-Retail Limited Loan Rs.56,19,041/-

4. SRS Talkies Limited Loan Rs.1,56,00,000/- (Presently known as SRS Entertainment Limited)

5. SRS Worldwide (FZC) Investment AED 5,50,000

S. Name of the Entity Particulars of Loans, Guarantee or No. Investment

1. SRS E-Retail Limited Acquired the share of the Company to make it wholly- owned subsidiary of the Company.

Further, divest the same on 19th February, 2015 as decided to concentrate on jewellery business.

2. SRS Talkies Limited Acquired the shares of the Company to make (Presently known as it wholly-owned subsidiary of the Company. SRS Entertainment Further, divest the same on 19th February, Limited) 2015 as decided to concentrate on jewellery business.

3. SRS E-Retail Limited Temporary loan for expansion of business. The loan was repaid by SRS E-Retail Limited on 11th February, 2015.

4. SRS Talkies Limited Temporary loan for expansion of business. (Presently known as The loan was repaid by SRS Talkies Limited SRS Entertainment on 11th February, 2015. Limited)

5. SRS Worldwide (FZC) Floated a wholly-owned subsidiary in SAIF Zone, Sharjah with the following shareholding pattern. All individuals are Nominee Shareholders of SRS Limited: - SRS Limited - 418 Shares Dr. Anil Jindal - 32 Shares Sh. Naresh Kumar Goyal - 32 Shares Sh. Ankit Garg - 32 Shares Sh. Ankit Goel - 32 Shares

Contracts or Arrangements With Related Parties

For better corporate governance and in compliance with the provisions of the Companies Act, 2013 and Listing Agreement, Board of Directors in its Meeting held on 30th September, 2015 has adopted the Related Party Transactions Policy of the Company. The said policy is available on the website of the Company www.srsparivar.com.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There being no 'material' related party transactions as defined under the Companies Act, 2013 read with clause 49 of the Listing Agreement, hence, there are no details to be disclosed in Form AOC-2 in that regard.

Credit Rating

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

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

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

Fixed Deposits

The Company has accepted Public Deposits/Fixed Deposits amounting to Rs.7,901.66 Lacs during the year under review after complying with the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. During the Year Rs.698.48 Lacs were paid prematurely and the balance as on 31st March, 2015 is Rs.8276.50 Lacs.

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

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

Unclaimed Refund & Interest on Refund Account

The Company hasRs.3,44,900/-as unclaimed in the Refund Account and Rs.29,277/-as unclaimed in the Interest on Refund Account maintained with the State Bank of India,for IPO of the Company as on 31st March, 2015.

AUDITORS

Statutory Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants and M/s. Rakesh Raj & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, retire at 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.

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

Internal Auditors

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

M/s. Goel Mintri & Associates

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

M/s. Nitin Kanwar & Associates

M/s. Love Mangla & Co.

M/s. Sumit Chhabra & Co.

M/s. SRGM & Associates

M/s. Princy Singhal & Co.

Cost Auditors

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

Secretarial Auditor

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

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

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

Auditors' Report

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

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

Subsidiaries and Branches

The Company has acquired 100% shareholding in SRS E-Retail Limited and SRS Talkies Limited by making investments of Rs.5,00,000/- each in these companies on 3rd December, 2014 for expansion of its Retail and Cinema Business, respectively.

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

The Company has also incorporated a wholly-owned subsidiary in the name of "SRS Worldwide (FZE)" at Sharjah Airport International Free Zone (SAIF Zone), Sharjah having Regn. Nos.14557 & 14558 on 12th November, 2014 for trading in Gold, Diamond, Precious Metals & related Jewellery and General Trading, respectively. The Certificate of Incorporation was issued on 8th January, 2015. The Status of the Company has been converted from "Free Zone Establishment" to "Free Zone Company" on 10th February, 2015.

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

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

Consolidated Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013 and Accounting Standard - 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the year 2014-15.

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

Extract of Annual Return

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

Particulars of Employees and Related Disclosures

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

Name Dr. Anil Jindal

Designation Chairman (Executive)

Gross Remuneration Rs.179.58 Lacs

Nature of Duties & General Management & Strategic Planning Employment

Qualification M. Com, CCA, MBA, Ph. D., D. Litt

Experience 29 Years

Date of Commencement of 01.11.2008 employment

Age 51 Years

Previous Employment CMD-SRS Real Infrastructure Limited

Equity Shares held in the 4.82% Company

Relationship with any other He is brother of Sh. Sunil Director/Manager Jindal, Managing Director of the Company

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

2. Other Terms & Conditions - NIL.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:-

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

S. Name of Directors Nature of Directorship Ratio No.

1. Dr. Anil Jindal Chairman (Executive) 148:1

2. Sh. Sunil Jindal Managing Director 39 :1

3. Sh. Raju Bansal Whole-Time Director 24:1

4. Sh. Vinod Kumar Whole-Time Director 24:1

5. Sh. Naresh Whole-Time Director 8:1 Kumar Goyal*

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

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

S. Name of Designation % increase No. Directors

1. Sh. Sunil Jindal Managing Director 94.43%

2. Sh. Raju Bansal Whole-Time Director 52.07%

3. Sh. Bhagwan Chief Financial Officer 3.71% Dass

4. Dr. (Ms.) C.O.O. & Company Secretary 3.65% Navneet Kwatra

Moreover, the remuneration of Dr. Anil Jindal has been altered by reducing the total remuneration from Rs.15, 00,000/- p.m. to Rs.7, 50,000/- p.m. w. e. f 1st April, 2015 for the financial year 2015-2016. The alteration in the remuneration of Dr. Jindal will benefit the Company as there will be lesser outflow of funds by reducing the monthly financial burden on the Company and thus, the same amount will be ploughed back in for expansion & operational convenience of the business and to support the strategic ambitions of the Company.

Further, there was no increase in the remuneration of Non- Executive Directors by way of sitting fee for attending Board/Committee meetings for the financial year 2014- 15. No profit linked commission is paid to Non-Executive independent Directors of the Company.

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

iv) the number of permanent employees on the rolls of Company as on 31st March, 2015 is 1666.

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

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

the remuneration of key managerial personnel amongst others is closely linked to and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company. The Key Managerial Personnel were paid approximately 6.54% in aggregate of the Profit before Tax during the Financial Year 2014-15.

vii) the Company has allotted 3,50,00,004 Equity Shares of Rs.10/- each at a premium of Rs.48/- per share in the IPO in September, 2011. The market price of the shares of the Company as at 31st March, 2015 at BSE compared to the IPO price decreased by 41.46%.

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

Particulars As at 31st As at 31st Variation March, 2015 March, 2014 (%)

Closing Share 22.10 33.95 (34.90) Price on BSE

Market 307.83 472.89 (34.90) Capitalization (INR crore)

P/E Ratio 7.92 11.06 (28.39)

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

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

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

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

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

Vigil Mechanisim

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

Risk Management Plan

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

Disassociation of Promoters

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

Corporate Social Responsibility (CSR)

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

'BETI BACHAO BETI PADHAO' MISSION under which, the following was done

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

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

* The following incentives were offered to the Girl Children admitted in SRS International School:

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

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

* Placing of dustbins in Parks, Road side areas, Markets and at such other places where the need is felt;

* Maintenance of Parks;

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

* Purchase & running of Tractors with Trolleys, Automatic Dust Collecting Machine etc. Hand carts, Wipers, Spades (Phawras), Gaintees, Hammers, Jharoos etc. for collection of garbage, medicinal spray as a precautionary measure for dengue, malaria etc., watering the plants etc.;

* Plantation Activities by planting plants at different places, maintaining the same and/or sponsoring any such activity.

Development of Village Ferozepur Kalan, Ballabgarh, Faridabad

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

Energy Conservation

Your Company has always been a responsible corporate, adhering to preservation and conservation of natural resources. It is also equally committed to do its bit towards being environmentally responsible so as to ensure that its operations or business growth do not affect the environment.

With this ideology, we continue being environmentally responsible and energy efficient. After taking positive steps in this area, the Company is keeping up its efforts to enhance its sustainable footprint. The following initiatives taken over the last fiscal highlight our action points in this area:

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

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

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

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

* Installed latest technology Energy Star Rating HVAC items for reduced electricity consumption

* Regularly & timely servicing of all DG sets and equipment for lower fuel consumption

* Increased green area around the mall, which is not only environmentally friendly but also helps control the temperature.

* Recycling of water is primary agenda and at SRS Mall fresh water for fountains is used & when water is changed this water is used for gardening purpose. This water is not drain in sewer/drain lines.

This reflects the Company's focus on the core matter of energy conservation and it is committed to actively work in this direction, with the clear understanding that even small efforts in this direction are big steps that will bring about a positive difference.

ii) Technology Absorption : Nil

iii) Foreign Exchange Earning & Outgo

Earning in foreign Currency:

Rs. in Lacs

Particulars For the year ended

31st March, 31st March, 2015 2014

Export of goods 56,644.63 39,258.94

Expenditure in foreign Currency:

Rs. in Lacs

Particulars For the year ended

31st March, 31st March, 2015 2014

Advertisement 0.05 -

Bank Charges & other 5.74 1.44 financial expenses

Insurance Expenses 0.04 -

Lease Rent paid 0.41 -

Legal & Professional 0.87 - Expenses

Miscellaneous Expenses 0.14 -

Rates & Taxes 0.29 -

Security & House Keeping 0.03 -

Travelling & Conveyance 4.04 - Expenses

Total 11.61 1.44

Directors' Responsibility Statement

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

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

(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;

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Details on Internal Financial Controls Related to Financial Statements

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

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has a policy for the prevention of sexual harassment which has been implemented in the organization. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant/Material Orders Passed By The Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

Corporate Governance Report

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

Management's Discussion & Analysis

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

Acknowledgement

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

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

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

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

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

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

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

For and on behalf of the Board

Place: Faridabad Date: 24th July,20i5

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

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Mar 31, 2013

To, The Shareowners

The Directors of your Company are delighted to present the 13th Annual Report of the Company for the financial year 2012-13, along with the audited statement of accounts.

FINANCIAL RESULTS

Focus on existing operations, well-thought out expansions, sound management and good financial prudence has enabled your Company to record a healthy growth rate in revenues, and continue its track record of sound growth.

The results of your Company''s financial prudence and business excellence shared in detail are as follows:

(Rs. In Lac)

Particulars 31.03.2013 31.03.2012

Revenue from Operations 288,834.17 226,737.93

Other Income 1,198.11 337.38

Total 290,032.28 227,075.31

Profit/(Loss) before Financial Expenses, Depreciation and Tax 10,500.88 11,112.75

Financial Expenses 4,964.58 3,953.38

Profit before Depreciation & Tax 5536.30 7,159.37

Depreciation 1,304.08 1,309.63

Profit before Tax 4,232.22 5,849.74

Provision for Tax

- Current 853.96 1,314.94

- Deferred Tax 158.78 44.61

- MAT Credit (75.15)

- Earlier Years 27.65 38.99

Profit after Tax 3,266.98 4,451.20

Amount available for Appropriation 1,6011.92 14,475.09

Proposed Dividend 1,392.91 1,392.91

- Dividend Distribution Tax 236.73 225.96

- Transferred to General Reserve 81.68 111.28

Balance carried to Balance Sheet 14300.60 12,744.94

Face Value per Equity Share (in Rs.) 10.00 10.00

Earnings Per Share (in Rs.)

- Basic 2.35 3.60

- Diluted 2.35 3.60

DIVIDEND

The Directors are pleased to recommend a dividend of Re.1/- per equity share on the Equity Share Capital of the Company for the F.Y. 2012-13. The dividend, if approved, shall be payable to the Shareholders registered in the books of the Company and beneficial owners as per the details furnished by NSDL and CDSL, determined with reference to the book closure from 8th August, 2013 to 14th August, 2013 (both days inclusive).

The amount of Rs. 77,878/- is lying as unclaimed in the unpaid dividend account of the Company as on 31st March, 2013

BOARD OF DIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 (the "Act") and Articles of Association of the Company, Sh. Kailash Tayal, Sh. Lalit Kumar and Sh. Shiv Mohan Gupta are due to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Directors of the Company.

The tenure of Dr. Anil Jindal as Whole-time Director was upto 31st May, 2013. The Remuneration Committee and the Board of Directors in their respective meetings held on 1st June 2013 considered and approved the reappointment of Dr. Anil Jindal as Executive Chairman (Whole-Time Director) for a further period of Five (5) years w. e. f. 1st June, 2013.

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 Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is annexed with the Notice calling 13th Annual General Meeting of the Company.

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 Balance Sheet for the year ended 31st March, 2013.

However, the Board in its meeting held on 28th February, 2013 has decided to invite & accept fixed/public deposits from the Public as well as from the Shareholders of the Company pursuant to the provisions of the Companies (Acceptance of Deposits) Rules, 1975 framed under Section 58A of the Companies Act, 1956.

UNCLAIMED REFUND & INTEREST ON REFUND ACCOUNT

We have Rs.3,51,900/- as unclaimed in the Refund Account, and Rs.29,277/- as unclaimed in the Interest on Refund Account maintained with the State Bank of India, for IPO of the Company.

The management has taken necessary steps to make payments to the respective Shareholders/ Applicants of the IPO, whose amounts are still lying as unclaimed/unpaid.

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 and confirmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Internal Auditors

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

M/s. Naresh Jai & Associates M/s. Goel Mintri & Associates M/s. R.G. Sharma & Co.

M/s. Nitin Kanwar & Associates M/s. Love Mangla & Co.

M/s Sumit Chhabra & Co.

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

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

Name Dr. Anil Jindal

Designation Chairman

Gross Remuneration Rs.179.33 Lac

Nature of Duties & Employment General Management & Strategic

Planning

Qualification M. Com, CCA, MBA, Ph. D., D. Litt.

Experience 27 Years

Date of Commencement of employment 01.11.2008

Age 49 Years

Previous Employment CMD-SRS Real Infrastructure Limited

Equity Shares held in the Company 4.82%

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

2. Other Terms & Conditions - NIL.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that a Company grows by making use of the resources provided by the community and the environment by way of raw material, workforce, markets place for consumption of its goods and services and much more. Hence, as a successful enterprise, your Company considers it a moral duty to richly give back to the society and play a small, humble role in the upliftment of the less privileged sections.

Your Company attempted to do this by several initiatives in the year gone by, and it is worth noticing that many of these efforts have been in existence over the last several years. The key sectors where the Company focuses include education, healthcare and social welfare. In education, it sponsored the books and school fees of several children coming from economically weaker sections. Community marriage was another area wherein the Company helped in conducting the marriages of girls from weaker families without them having to undertake major expenses. These ''Parichey Sammelans'' have helped numerous couples settle down and start a new phase in life.

Healthcare is an area whose care is needed by almost everyone, and at the same time, many people may find quality healthcare difficult to afford. With this understanding, the Company worked with various hospitals to sponsor or subsidise the medical treatment of needy patients. What is remarkable to note here is the fact that many a times, this was done in a confidential manner between the Company and the concerned hospital, and the patients didn''t even get to know the identity of the benefactor. Apart from all this, the Company willingly came forward with sponsorships for events conducted by social organisations so that it could also help strengthen the hands of other entities who are engaged in social good.

In the middle of all this, the Company didn''t forget its mission of creating more jobs for the youth - it feels that real and sustained social good comes by empowering people economically. Hence it has remained as one of the Company''s top priorities and will continue to remain so. In keeping with this, the Company made efforts to create direct and indirect employment for several people.

The Company realizes that these are small steps that will contribute to bringing empowerment and happiness to people, and hence remains committed to increase its focus on CSR activities in coming times as well.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Energy conservation is given utmost attention by the Company as it not only has a direct bearing on the operational effectiveness but also echoes how conscientious as a corporate citizen the

Company is.

Over the years, the Company has steadily made investments across myriad fronts to ensure optimal energy usage and minimize wastage. In the year gone by also, it took a series of measures that collectively have made a significant impact in this area. This includes the following:

1. Three way value installed in all AHUs of SRS Mall which reduces the heat effect & maintains the temperature. It also results in increasing the efficiency and maximizing energy saving.

2. After installation of AHU in Audi 1, cooling-related issues have been resolved, leading to most optimal energy consumption. .

3. 2 Old AHU have been replaced with new one to conserve the electricity.

4. Installed coil cooler to prevent DG (1010 KVA) from excess heat. It increases our DG efficiency by reducing the fuel consumption and maintenance costs, while increasing the DG life.

5. Installed capacitor bank in select retail and jewellery stores to maintain the power factor & reduce energy losses.

The Company is acutely sensitive on the matter of energy and resource conservation, and will make continuous improvements and investments in systems and processes to ensure that it stays highly environmental friendly.

ii) Technology Absorption : Nil

iii) Foreign Exchange Earning & Outgo

(Rs. In Lac)

Particulars For the year ended

31st March, 2013 31st March, 2012

Export of goods 22,391.46 29,740.09

Expenditure in foreign Currency:

(Rs in Lac)

Particulars For the year ended

31st March, 2013 31st March, 2012

Tour & Travelling 2.18 1.03

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

2. that Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

4. that the Directors have 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 [FCS No.4374], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management 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

It is the firm belief of your Company that success is the result of the efforts and actions of several sets of people, both internal and external - and they are the real architects of growth. With this in mind, the Board of Directors extend their heartfelt gratitude to everyone who made it possible to record another wonderful year. This includes the shareowners of the Company who believed in it wholeheartedly and supported all key decisions to ensure smooth working and rapid progress. Deep appreciation also goes for all governmental and regulatory authorities who provided the Company with due approvals and clearances to carry out its operations and expansions. Warm words of thanks also go out to all the bankers who continued with their belief in the Company and supported it all along. A sincere note of thanks goes out to all our auditors, vendors and associates who worked seamlessly with the Company and helped it do its best. The Board also warmly places on record its deep appreciation for all the dedicated employees of the Company who gave their best to their work, and brought the Company to its current position. Lastly but not the least, the Board wishes to thank its precious customers who believed in the Company and its products & services, and showered it so generously with their patronage.

Your Company''s Board is confident that with such strong support of all stakeholders, success will be a constant visitor to the Company, and with this, the Board optimistically looks forward to another great year.

For and on behalf of the Board

Place: Faridabad (Sunil Jindal) (Raju Bansal)

Managing Director Whole-Time Director

DIN:00013791 DIN:-00007344

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Mar 31, 2012

The Directors of your Company are delighted to present the 12th Annual Report of the Company for the financial year 2011-12, along with the audited statement of accounts.

FINANCIALRESULTS

The performance of F.Y. 2011-12, in both qualitative and quantitative terms, underscores the operational effectiveness of your Company.

During the period, the Company achieved greater operational effectiveness across all its existing properties, as well as expanded its foot print by launching new stores across sits various verticals.

The results of your Company's financial prudence and business Excellence shared in detail are as follows:

(Rs. in Lac)

Particulars 31.03.2012 31.03.2011

Revenue from Operations 226,737.93 204,082.50

Other Income 337.38 172.26

Total 227,075.31 204,254.76

Profit/(Loss) before Financial Expenses, Depreciation 11,112.75 9,329.95 and Tax

Financial Expenses 3,953.38 2,525.30

Profit before Depreciation & Tax 7,159.37 6,804.65

Depreciation 1,309.63 1,199.69

Profit before Tax 5,849.74 5,604.96

Provision for Tax

- Current 1,314.94 1,631.69

- Deferred Tax 44.61 223.55

- Earlier Years 38.99 36.51 Profit after Tax 4,451.20 3,713.21

Amount available for Appropriation 14,475.09 10,023.89

- Proposed Dividend 1,392.91 -

- Dividend Distribution Tax 225.96 -

- Transferred to General Reserve 111.28 -

Balance carried to Balance Sheet 12,744.94 10,023.89

Face Value per Equity Share (in Rs.) 10.00 10.00 Earnings Per Share (in Rs.)

- Basic 3.60 3.56

- Diluted 3.60 3.56

CHANGE IN CAPITALSTRUCTURE AND LISTING OF EQUITY SHARES

During the year under review, 3,50,00,004 Equity Shares of Rs.10/-each at A price of Rs.58/-per equity share(including premium of Rs.48/- per equity share) aggregating to Rs.203.00Crore were allotted on 13th September, 2011 pursuant to Initial Public Offer (IPO) of the Company. Thus, the Paid-up Share Capital of the Company stands increased to Rs.139.29 Crore as against Rs.104.29 Crore in the previous year.

The Shares of your Company got listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE)on 16th September,2011.

DIVIDEND

The Directors are pleased to recommend a dividend of Re.1/-per equity Share on the Equity Share Capital of the Company for the F.Y. 2011-12. The dividend, if approved, shall be payable to the Shareholders registered in the books of the Company and beneficial owners as per the details furnished by NSDL and CDSL, determined with reference to the book closure from 19th July, 2012 to 25thJuly, 2012 (both days inclusive).

BOARDOFDIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 (the "Act") and Articles of Association of the Company, Sh. Praveen Gupta, Sh. Nishant Goel and Sh. Joginder Lal Chhabra are due to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Directors of the Company.

A brief resume of these Directors retiring by rotation at the ensuing Annual General Meeting, nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is annexed with the Notice calling 12th Annual General Meeting of the Company.

HOLDINGCOMPANY

In effect of the merger order passed by the Hon'ble High Court of Delhi on 16th March, 2012, BTL Industries Limited (Presently known as SRS Holdings India Limited), Promoter Company has become the Holding Company of SRS Limited, by holding 7,64,85,905 Equity shares of the Company aggregating to 54.91%.

SUBSIDIARYCOMPANY

SRS Jewells Limited (Now Known as SRS Gems & Jewellery Limited) ceases to exist subsidiary w.e.f. 31st March, 2012; hence, the audited annual accounts of SRS Jewells Limited (Now Known as SRS Gems & Jewellery Limited) are not attached in accordance with Section212of the Companies Act, 1956.

CONSOLIDATED FINANCIALSTATEMENTS

In compliance with the Accounting Standard - 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year2011-12.

FIXEDDEPOSITS

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 Balance Sheet for the year ended 31st March, 2012.

UNCLAIMED REFUND AMOUNT & INTEREST ON REFUND ACCOUNT

We have Rs.4.11 Lacs as unclaimed in the Refund Account and Rs.1.44 Lacs as unclaimed in the Interest on Refund Account maintain with the State Bank of India, for IPO of the Company.

The management has taken necessary steps to make payments to the respective Shareholders/ Applicants of the IPO, whose amounts are lying as unclaimed/unpaid.

AUDITORS

Statutory Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants, statutory auditors of the Company, retire at the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment as joint statutory auditors and confirmed that their appointment, if made, will be with in the prescribed limits under Section 224(1B)of the Companies Act, 1956.

Further, M/s. Rakesh Raj & Associates, Chartered Accountants have also express their willingness for appointment as joint statutory auditors and have confirmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Notice has also been received from a member proposing the appointment of the aforesaid auditors as joint statutory auditors of the Company for the financial year 2012-2013.

Internal Auditors

The following firms of repute have been appointed as Internal Auditors Of the Company w.e.f. 1st January, 2012 to do the Internal Audit: -

M/s. Naresh Jai&Associates

M/s. Singla & Singla

M/s. Goel Mintri & Associates

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

COST AUDITORS

The Board of Directors of the company have appointed M/s Ashok Kumar &Associates, Cost Accountants for conducting the cost audit w.e.f. 1st April, 2012.

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

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

Name Dr. Anil Jindal

Designation Chairman

Gross Remuneration Rs.179.33 Lac (As approved by

Central Govt.)

Nature of Duties & Employment General Management &Strategic Planning

Qualification M. Com,CCA,MBA, Ph. D., D. Litt.

Experience 26 Years

Date of Commencement of employment 01.11.2008

Age 48 Years

Previous Employment CMD-SRS Real Infrastructure Limited

Equity Shares held in the Company 4.82%

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

2. Other Terms & Conditions - NIL.

CORPORATE SOCIAL RESPONSIBILITY

Your Company realizes that while business excellence, maximizing profitability and enhancing shareowners' wealth are key operational objectives, it has a still larger role to play as a responsible and conscientious corporate citizen. As we continue to grow larger and profitable, we have a desire to invest more in community building initiatives and bring in happiness and goodness to our entire society as a whole and add to the safety and preservation of our environment.

In the year gone by, your Company joined hands with NGOs, charitable organizations and hospitals to leverage opportunities that directly and immediately impacted the lives of the people and changed it for the better.

One such activity was our association with Red Cross Society, Faridabad wherein an event called 'Ability Unlimited' was organized. It was an inspiring show wherein physically challenged people displayed their amazing talent through various activities and performances. It left the audience glowing with wondrous appreciation, and drove home the point that if the participants can overcome their challenges, we too can leap across our limitations and mental barriers to shine brightly.

The Company also contributed its bit in helping a section of youth settle down by organizing 'Parichay Sammelan' or group marriages in other words. It helped the youth find life-partners and marry without incurring huge personal expenses. The younger generation too got the gift of education, with your Company sponsoring free education to worthy children, enabling them to get on the path of knowledge and success. Apart from this, the Company joined hands with B.K. Hospital in Faridabad to procure and set-up the eye care equipment.

With these small steps, we feel happy that the Company is doing its bit for the betterment of society, without any self-purpose. As we become stronger and prosperous as a corporate, we shall continue to multiply our efforts in this area to spread smiles everywhere.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGNEXCHANGEEARNINGSANDOUTGO

Energy conservation is of prime importance for your Company as it has a direct bearing on using up of precious energy resources that entail high cost on one hand while pollute our environment on the other. Hence, the motive of your Company is to responsibly plan its operations in a manner that uses energy efficiently, reducing the pressure on our environment in the process. It is the belief of the Company that every step, no matter how small, contributes richly to energy conservation, and the impact of seemingly small steps is gigantic when considered over a period of few years. The steps taken by your Company in this direction are outlined in the following points:

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

- Installed capacitor as required to maintain a power factor above 0.9. The Company betters this mark by having in place an average PFof0.98.

- Line circuits in sunlight-rich areas have a separate line circuit so that they are switched off during mornings and evenings, and used only during low light day parts. This has reduced the overall daily load.

- Replaced the high power consumption light fitments like GLS, CDMTs, and Halogens etc. with low power consuming CFL&LEDs at the retail and jewellery stores, where they are used in high concentration.

- Fuel consumption has been minimized by adopting energy efficient methods like running HVAC plant on maximum load in case of direct supply and minimum load while the system an non D.G.

- Dump & used/waste material is regularly recycled

- Timely switching off/on of lights procedure is being followed to ensure proper utilization of electricity.

- Interlocking system in DG sets has been pre poned to optimize the use of DG sets.

- Carried out the retro commissioning of electrical power distribution system and replaced underrated cables, lugs, thimbles etc. to increase the distribution efficiency and to minimize the line loss.

- Frequently carried out energy awareness program as education for facility staff on conservation opportunities to increase the energy as well as demand savings.

- Prepared & implemented a daily/weekly/monthly & yearly maintenance plan for all verticals so as to reduce the break downs and increase efficiency of appliances.

- Increased reliance on the inverter and UPS to its optimum level, reducing DG usage time and load in the process.

- By implementing semi auto start stop system in DG sets unnecessary usage of DG sets has been minimized. Here, if the electricity supply is on, the DG set will stop automatically, but in case of an interrupted power supply the DG can be started manually. This has brought the night misuse to a complete halt, and what's more, inverter power is being used at its optimum level during the day time.

- New fitments also include auto pressure pump and overflow signal system on entire plumbing system.

- Replaced an old DG set (1010 KVA) with a technically advanced version that consumes 25% less fuel in comparison to old one.

- Effluent Treatment Plant (ETP) plant has been upgraded to recycle The waste water for gardening etc.

- By using RO waste water, lowered the consumption of water and also saved the electricity which was used to pump the raw water.

ii) Foreign Exchange Earning& Outgo Earning in foreign Currency:

Rs. in Lacs

Particulars For the year ended

31st March, 2012 31st March, 2011

Export of goods 29,740.09 1.84

Expenditure in foreign Currency:

Tour & Travelling 1.03 -

iii)Technology Absorption : Nil

DIRECTORS'RESPONSIBILITYSTATEMENT

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

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

2. that Directors have 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 under review and of the profit of the Company for the year;

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

4. that the Directors have 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 [FCS No.4374], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management 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

It is often normal to see a Company's Board being credited for its stellar performance. However, Your Company's Directors feel that they are simply the representatives of the myriad forces that architected the success of your Company, and therefore richly extend their appreciation to each and every such individual and entity.

Specifically, the Board places on record its appreciation to the shareowners who kept their belief up and high in the Company, and allowed it to work with independence for the overall good, while offering their advice, guidance and opinion at each critical juncture. Same for the Company's bankers who held consistent and strong belief in the Company's Board, management and business approach and funded its requirements appropriately to ensure smooth working. Special note goes out to all the team members of the Company, who believed in the values and vision of the Company and worked cohesively to realize its objectives, unmindful of the challenges in the way. The Board warmly thanks the regulatory bodies, government departments, auditors, financial institutions, vendors and all business associates of the Company for helping it navigate successfully. Lastly, but not the least, a big vote of thanks goes out to the Company's customers who chose us repeatedly over others, appreciating our services while dismissing small lapses that may have occurred unintentionally.

The Company considers itself very fortunate to have the strong support of these core groups, and looks forward to their continued patronage to record still better results in the coming times.

For and on behalf of the Board

Place-Faridabad (Anil Jindal) (Sunil Jindal)

Chairman Managing Director

Date: 30 May, 2012 DIN-00005585 DIN-00013791