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19th ANNUAL REPORT

2008 – 2009

Proposed View SRS Residency, Sector - 88, Faridabad

Proposed View SRS Residency, Sector - 87, Faridabad

SRS REAL INFRASTRUCTURE LIMITED

CONTENTS

Corporate Information 1

Chairman’s Message 2-3

Notice 4-8

Directors’ Report 9-15

Corporate Governance Report 16-28

Management Discussion & Analysis Report 29-33

Auditor’s Report 34-37

Balance Sheet 38

Profit & Loss Accounts 39

Cash Flow Statement 40

Schedules to Accounts 41-62

Financial Statements of SRS Real Estate Ltd. - A Subsidiary 63-95

Consolidated Financial Statements 96-118

2008 – 2009SRS REAL INFRASTRUCTURE LTD.

CORPORATE INFORMATION

BOARDS OF DIRECTORS

COMPANY SECRETARY

AUDITORS

INTERNAL AUDITORS

BANKERS

REGD. OFFICE

Dr. Anil Jindal - Chairman & Managing Director

Shri Rajesh Mangla - Whole-Time Director

Shri Rajesh Singla - Executive Director

Shri Nanak Chand Tayal - Executive Director

Shri Jitender Kumar Garg - Non-Executive & Independent Director

Shri Manohar Lal - Non-Executive & Independent Director

Shri Devendera Singh - Non-Executive & Independent Director

Shri Kailash Mohan Mehta - Non-Executive & Independent Director

Ms. Shweta Marwah

M/s Naresh Jai & AssociatesChartered Accountants

M/s Sachin S C Singhal & Associates

Union Bank of IndiaState Bank of PatialaCentral Bank of IndiaSyndicate Bank

202, 2nd Floor, 27 New Delhi House,Barakhamba Road,Connaught Place, New Delhi - 110001

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Dear Stakeholders,

FROM THE CHAIRMAN’S DESK

It gives me immense pleasure to welcome you to the 19th Annual General Meeting of

SRS Real Infrastructure Limited. This moment is special to me because of two key

reasons - first is the strong support and belief each one of you have extended to the

company during the year gone by, which we all know was full of unexpected and arduous

challenges. Second is the fact that we are now looking at a very strong growth story in

the coming days, and thus, today's gathering is in fact a joyous celebration in anticipation of the same.

The year gone by was one that many corporates would like to forget as quickly as possible. It brought with it great

challenges and threatened the very core of business, forcing the best of the companies to resort to severe measures.

What made it all the more perplexing was the fact that it was happening to the Indian economy, which was at the peak

of its health. Though the crisis was a doing of the western excesses, we as a global citizen had to bear the brunt for no

real reason. This is one of the flipsides of being in a globalised economy.

But then, trying times are of no lasting consequences for extraordinary companies like yours. At this point, I recall this

wonderful saying – When the going gets tough, the tough gets going. With this spirit of fighting for victory in spite of the

challenges, SRS Real Infrastructure Limited carried on boldly ahead. We spent all our energies on making the

company leaner and highly focused on deliverables, and as you can all see, the talented team of your company rose to

the challenge and delivered top notch results.

The company also recognized that the best way to counter the slowdown was to offer superior value to the

consumers. So while many other players in the industry were wondering how to grapple with the challenges, this

focus made your company a pioneer in the affordable housing segment, thereby generating a huge response from the

public. SRS Real Infrastructure Limited's well diversified portfolio also ensured that it had sufficient versatility to

manage the situation successfully.

At this point, I would like to underscore the point that your company is amongst those rare real estate companies

who have made firm progress on all its projects, irrespective of the macro economic challenges and business

scenario. This has made the SRS brand all the more stronger, winning the trust of the people in the process. The

company has a healthy mix of projects in its portfolio which spans from residential apartments to independent floors,

from a five star hotel project to farmhouses, from townships to an IT tower. All these are in various stages of

completion and are in line for a timely handover.

In addition to this, your company has met with great success in the trading division of construction linked material

and fitments. This area holds tremendous potential as there is a flurry of construction activity which is likely to

continue for a long time – this has made a single stop solution for construction requirements a very profitable,

synergistic area.

Along with this, the company shall continue to innovate and come out with innovative offerings that will enable it to

Dr. Anil JindalChairman & Managing Director


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Along with this, the company shall continue to innovate and come out with innovative offerings that will enable it to

meet the needs and desires of the people in the best possible way, thereby stand tall in the midst of competition.

Your company has strongly focused on the Faridabad region and is strongly entrenched in this jewel of the NCR. Its

projects are in high demand because of the SRS trademark stamp of quality and trust. At the same time, the

operations of your company are benefitting smartly from better connectivity to the NCR by way of Metro Rail,

Badarpur Flyover and the Taj Expressway – projects that are fast moving towards completion. These developments

are making Faridabad a strategic location with unmatched access to Delhi, Gurgaon and Noida – this prosperity of

the region will in turn fuel the prosperity of your company's growth plans.

As I talk about our success in weathering the stormy conditions, I would also like to place on record the

commendable dedication and enthusiasm of the team which has tirelessly worked with an entrepreneurial spirit to

help the company emerge stronger. Truly, they are our most valuable asset.

Today the scenario on the economic front is quite different. The Indian economy is getting stronger and we seem to

have left the worst behind and are on a strong and sustainable growth path all over again. The fundamental strength

of our economy is making it the preferred destination for foreign direct investment. In fact, as per a recent report

India is the favourite destination for FIIs in emerging markets and has accounted for almost 25% of the recent

inflows of about USD 24 billion. Things like this are a firm reminder of our economy's core strength and its future

potential. Blessed with a young population that is fast moving up the economic ladder, India's domestic demand will

consistently fuel growth and act as a cushion against external factors. All this translates into just one thing: a bright

future for all of us.

Along with success in business, we hope to become an outstanding corporate citizen – one that spreads joy and

prosperity across the society, empowers its workforce, cares for the needy and partners people in fulfilling their

dreams.

Ladies and Gentlemen, I would like to conclude by observing that the slowdown we witnessed in the recent months

has actually been a blessing in disguise. While it may have been painful to go through it, it has left us leaner - fat has

been replaced with pure muscle; cost overruns have been replaced with cost efficiencies and growth bubbles have

given way to real demand. All this augurs well for us, and I invite you for a great, successful journey into the future

with SRS Real Infrastructure Limited.

Best wishes,

Dr Anil Jindal

Chairman & Managing Director


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

thDay/ Date : Saturday/8 August, 2009Time : 11:30 A. M.Venue : Deputy Speaker Hall,

“Bharatiyam”,Constitution Club,Vithalbhai Patel House,Rafi Marg, Behind Reserve Bank of India,New Delhi-110001

to transact the following business:

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2009, Profit & Loss Account for the year ended on that date together with the Report of the Directors and Auditor's thereon.

2. To declare dividend.

3. To appoint a Director in place of Sh. Manohar Lal, who retires by rotation and being eligible, offers himself for reappointment.

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

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

“RESOLVED THAT M/s Naresh Jai & Associates, Chartered Accountants, the retiring auditors be and are hereby reappointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company for auditing the Accounts of the Company for the year 2009-10 and the Board of Directors be and are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with statutory audit and/or continuous audit and such other remuneration, as may be decided to be paid, for performing duties other than those referred to herein above.”

6. COMMENCEMENT OF BUSINESS MENTIONED IN OTHER OBJECTS OF MEMORANDUM OF ASSOCIATION

To consider and if thought fit to pass with or without modifications the following resolution as Special Resolution: -

“RESOLVED THAT pursuant to the provisions of Section 149 (2A) of the Companies Act, 1956 including any modification(s) or re-enactment(s) thereof for the time being in force, the following business mentioned in Clause of Other Objects be and is hereby commenced by the Company

10. To carry on the business of goldsmiths, silversmiths, jewellery and gem merchants, importers and exporters of bullion and any other such articles related thereto.”

ORDINARY BUSINESS

SPECIAL BUSINESS

NOTICE


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7. REVERSAL OF RESOLUTION PASSED PERTAINING TO LISTING OF SECURITIES

8. REVERSAL OF RESOLUTION PASSED PERTAINING TO DELISTING OF SECURITIES

To consider and if thought fit, to pass with or without modifications, the following resolution as Special Resolution: -

th“RESOLVED THAT the special resolution passed in the 18 annual general meeting of the members of the thcompany held on 30 September, 2008 regarding listing of securities of the Company at Bombay Stock

Exchange (BSE) and National Stock Exchange (NSE) be and is hereby reversed and accordingly the securities of the Company continuing to be listed on Delhi Stock Exchange Ltd., Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE).”

To consider and if thought fit, to pass with or without modifications, the following resolution as Special Resolution: -

th“RESOLVED THAT the special resolution passed in the 18 annual general meeting of the members of the thcompany held on 30 September, 2008 regarding delisting of securities from Jaipur Stock Exchange Ltd.

(JSE) and Ahmedabad Stock Exchange Ltd. (ASE) be and is hereby reversed and accordingly the same continuing to be listed on Delhi Stock Exchange Ltd., Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE).”

By order of the BoardPlace : Faridabad For SRS Real Infrastructure Ltd.Date : 30.06.2009

(Shweta Marwah) Company Secretary


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NOTES

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

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

3. The relevant Explanatory Statements pursuant to Section 173(2) of the Companies Act, 1956 in respect of Item Nos. 6 - 8 as set out above is appended herein below.

4. Information under Clause 49 of the Listing Agreement regarding appointment/reappointment of Directors in Item Nos. 3 & 4 of the Notice is also annexed hereto separately and forms part of the Notice.

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

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

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

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

a) The Register of Members, the Register of Beneficial Owners and Share Transfer Books of the th thCompany shall remain closed from 4 August, 2009 to 8 August, 2009 (both days inclusive).

b) The Dividend, if declared, will be paid to those Shareholders whose name will appear in the rdRegister of Members as at the close of business hours on 3 August, 2009.

7. The dividends not encashed or claimed has been transferred to Unpaid Dividend Account amounting to Rs.35760/- as on date.

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

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

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

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

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


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

The Company has diversified into many activities and now for further growth, the Board of Directors have decided to starting a new line of business relating to dealing in gold, silver, diamond, platinum, bullion, and other allied products.

Therefore, pursuant to the provisions of Section 149(2A) of the Companies Act, 1956, approval of the members of the Company in a General Meeting is required for commencement/continuation of any business/activity set out in the Other Object Clause of the Memorandum of Association of the Company.

The proposed resolution to be passed as special resolution.

None of the Directors is concerned or interested in the proposed resolution.

Considering the global financial crisis and unstable position of the current stock market; the management has decided that it would be in the best interest of the Company to hold getting the securities of the Company listed with BSE & NSE. Thus, shareholders approval is necessary for the reversal of the resolution approved by the

thmembers in the Last Annual General Meeting held on 30 September, 2008.

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


th thThe Company at its 18 Annual General Meeting held on 30 September, 2008 obtained approval from the members for the delisting of the securities of the Company with Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE) as it was planning to get itself listed with NSE & BSE. Since, the Management has withheld the decision of listing of the securities with NSE & BSE therefore, it is decided that the Equity Capital of the Company remains listed with Jaipur Stock Exchange Ltd. (JSE) and Ahmedabad Stock Exchange Ltd. (ASE).

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




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

Item No. 6

Item No.7

Item No. 8


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

SH. MANOHAR LAL

SH. DEVENDRA SINGH

Sh. Manohar Lal, aged 43 years, is Director of the Company since 1999, and, has an experience of more than 15 years. He is a Chairman of Audit Committee & Investors Grievance and Share Transfer Committee of your company. He holds the position of Director on the Board of following Companies: -

lAkriti Realtech Pvt. Ltd.

lSRS Superb Marktrade Ltd.

lSRS Events & Media Ltd.

lRebnoor Infrabuild Pvt. Ltd.

lDaksh Developers Pvt. Ltd.

lBholeyji Buildcon Pvt. Ltd.

lMehar Builders Pvt. Ltd.

lSRS Tours & Travels Pvt. Ltd.

lSRS Iron & Alloy Mills Ltd.

lSRS Facilities Pvt. Ltd.

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

lSRS Retreat Services Ltd.

lSRS Entertainment & Retail Ltd.

lSRS Finance Ltd.

lSPS Buildcon Ltd.

lFortune Portfolio Pvt. Ltd.

lLakshya Hotels & Resorts Pvt. Ltd.




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DIRECTORS’ REPORT

DIRECTOR’S REPORT

INTRODUCTION

FINANCIAL RESULTS

Your Directors are pleased to present the Nineteenth Annual Report of your Company along with the stAudited Accounts of the company for the year ended 31 March, 2009

During the year under review, your Company registered a Net Profit after tax of Rs. 3,19,07,443/54 The Summary of the operating results is as under :-

Particulars 31.03.2009 31.03.2008

Gross Sales and other Income 14088.61 1730.17

Profit/(Loss) before financial expenses, 582.37 249.55Depreciation and TaxInterest and Financial Expenses 80.18 19.88Profit before Depreciation & Tax 502.19 229.67Depreciation 5.09 1.03

Profit /(Loss) before Tax 497.10 228.64

Provision for Tax- Current 177.31 67.60

- Fringe Benefit Tax 1.01 0.5682

- Deferred Tax (4.14) 0.0123

- Tax on prior period incomes 3.85 -

Profit after Tax 319.07 160.45

Balance b/f from previous year 137.50 75.0898

Appropriations : -

Proposed Dividend 176.01 80.3667

Final Dividend 2007-2008 118.85 -

Dividend distribution Tax 50.11 13.65

Amount transferred to General Reserves 7.97 4.01

Amount carried to Reserve & Surplus 103.62 137.50

Earning Per Share (Rs.)

- Face value of equity share 1.00 10.00

- Basic & Diluted 0.19 2.40

(Rs. in Lacs)


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DIVIDEND

SHARE CAPITALPreferential Allotment

Sub-division

BOARD OF DIRECTORS

Considering the performance of your company during the year 2008-09 and to appropriately reward the Members while conserving the resources to meet the future requirements, the Board of Directors recommend a Dividend of Re.0.10 per Equity Share of Re.1/- each. This Dividend is subject to the

th thapproval of Members at the 19 Annual General Meeting of the Company to be held on 8 August, 2009.

During the year under review, your company has issued 1000000 Equity Shares of Rs.10/- each for cash at issue price of Rs.250/- each to Promoters & Non-Promoters aggregating to Rs.25.00 Crore through Private Placements on Preferential Basis.

Consequent upon the aforesaid allotments, the paid-up share capital of your company was Rs.17, 60, st16,000/- as on 31 March, 2009.

During the year under review, your company has sub-divided the face value of its share from Rs.10/- thper share to Re.1/- per share on 5 March, 2009.

rdSh. Parmod Kumar has resigned from the Directorship of the Company on 23 October, 2008. The Board places on record its appreciation for the services rendered by Sh. Parmod Kumar during his tenure of Directorship.

thSh. Arun Datt was appointed as an additional Director on 15 September, 2008 and has resigned from ththe Directorship of the Company on 27 December, 2008. The Board places on record its appreciation

for the services rendered by Sh. Arun Datt during his tenure of Directorship.thSh. Sachin Bhatia was appointed as an additional Director on 24 December, 2008 and due to some

stunavoidable circumstances, has resigned from the Directorship of the Company on 1 January, 2009. The Board places on record its appreciation for the services rendered by Sh. Sachin Bhatia during his tenure of Directorship.

In accordance with the Articles of Association of the Company and in view of the provisions of Section 255 of the Companies Act, 1956, Sh. Manohar Lal and Sh. Devendra Singh retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.

A brief profile of Directors, containing details of Directors proposed to be appointed/reappointed as stipulated under Clause 49 of the Listing Agreement is appended to the Notice of the ensuing Annual General Meeting.


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SUBSIDIARY COMPANIES

CORPORATE GOVERNANCE REPORT

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

FIXED DEPOSITS

Your Company has the following companies as its Subsidiaries:-

(i) Akriti Realtech Pvt. Ltd.

(ii) Bhavani Realbuild Pvt. Ltd.

(iii) Bright Infrabuild Pvt. Ltd.

(iv) Dawn Developers Pvt. Ltd.

(v) Dimension Infrastructure Pvt. Ltd.

(vi) Glory Buildcon Pvt. Ltd.

(vii) Haryana Infracon Pvt. Ltd.

(viii) Mehar Builders Pvt. Ltd.

(ix) Modern Ashiana Builders Pvt. Ltd.

(x) Mounthill Builders Pvt. Ltd.

(xi) Rebnoor Infrabuild Pvt. Ltd.

(xii) Skyhigh Colonizers Pvt. Ltd.

(xiii) SPS Buidcon Ltd.

(xiv) SRS Retreat Services Ltd.

(xv) SRS Real Estate Ltd.

(xvi) SRS I-Tech Pvt. Ltd. (Formerly known as K. K. Kohli & Brothers Pvt. Ltd.)

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

Central Government vide its letter no. 47/425/2009 - CL-III dated 30.06.2009 has accorded its approval under Section 212(8) of the Companies Act, 1956 for not annexing the accounts of subsidiary companies except for SRS Real Estate Ltd for which the company has not applied for exemption. The annual accounts of SRS Real Estate Ltd. And consolidated accounts are attached to the accounts of your company. The copy of annual reports of subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the registered office & head office of your company and at the registered office of the subsidiary companies.

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

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

Your company has not accepted any deposits from the Public and as such, no amount of principal or stinterest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2009.


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STATUTORY AUDITORS

AUDITORS' REPORT

PARTICULARS OF EMPLOYEES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

Name Dr. Anil JindalDesignation Chairman & Managing Director

Gross Remuneration Rs.50, 00,000/-

Net Remuneration Paid Rs.47, 81,460/-*

Nature of Duties & Employment General Management (Contractual)

Qualification M. Com, L. Lb., CCA, MBA, Ph. D.

Experience 28 Years

Date of Commencement of employment 01.11.2007

Age 44 Years

Previous Employment CMD-SRS Retreat Services Ltd.

Equity Shares held in the Company 3.665%

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

2. Other Terms & Conditions – NIL.

* The total remuneration paid to Dr. Jindal has been refunded back by him to the Company as it was perceived that the profits of the company will be inadequate.

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

Foreign Exchange earning & outgo : Nil

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

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

INTERNAL AUDITORSM/s Sachin S C Singhal & Associates, Chartered Accountants have been appointed as internal auditors ofthe company


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

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

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

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

On behalf of the Board

For SRS Real Infrastructure Ltd.

(Anil Jindal) (Rajesh Mangla) CMD Wholetime Director

DIN - 00005585 DIN - 00005669

ACKNOWLEDGEMENT

Place : FaridabadDate : 30.06.2009


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(15)


REPORT ONCORPORATE GOVERNANCE

CORPORATE GOVERNANCE PHILOSOPHY

BOARD OF DIRECTORS

Composition

Meetings and deliberations

The Company's philosophy is to conduct business at highest ethical standards and is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building confidence of its various stakeholders in it, not only in form but also in spirit, thereby paving the way for its long term success. It strives to find innovative and productive ways to bring optimum return for all its stakeholders i.e. Investors/Shareholders, Customers, Associates and Society.

Corporate Governance is a tool that ensures adoption of innovative approaches and practices that are essential to achieve long term Corporate Goals; for building trust and long term relationship with shareholders, employees, customers, suppliers and associates and to enhance Stakeholders value.

The Company respects and strives hard to meet the objectives of good corporate governance and for the same; it has established systems and procedures to guarantee that its Board of Directors is well-informed & well-equipped to fulfill its overall responsibilities and to provide the management with the strategic direction needed to take the Company forward.

Presently, the Board consists of (8) Eight Directors. Apart from the Chairman, who is an executive Director, the Board comprises of (3) Three Executive Directors and (4) Four Non-Executive & Independent Directors. The composition of the Board meets the requirement of Clause 49 of the Listing Agreement, which stipulates that 50 percent of the Board should comprise of independent Directors if the Chairman is executive.

The Board has been constituted in such a way that it has understanding and competence to deal with current business issues and also ensuring Directors commitment to participate in the affairs of the business of the Company. The Company's policy did not prescribe any term limit for Directors as this has the disadvantage of loosing valuable contribution of Directors who over the years had developed insight into the Company and its affairs.

th th thDuring the year 2008-09, Thirty (30) Board Meetings were held on 28 April, 2008; 15 May, 2008; 16 May, th th th th th th th2008; 10 June, 2008; 25 June, 2008; 9 July, 2008; 10 July, 2008; 25 July, 2008; 29 July, 2008; 9 August, 2008;

nd nd th nd th rd22 August, 2008; 2 September, 2008; 4 September, 2008; 22 September, 2008; 15 October, 2008; 23 th st rd th stOctober, 2008; 27 October, 2008; 31 October, 2008; 3 November, 2008; 26 November, 2008; 1 December,

th th nd th th th2008; 12 December, 2008; 27 December, 2008; 2 January, 2009; 8 January, 2009; 29 January, 2009; 7 th th rdFebruary, 2009; 12 February, 2009; 20 February, 2009; 23 February, 2009;

The gap between any two meetings did not exceed four months.

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

CORPORATE GOVERNANCE REPORT(Pursuant to Clause 49 of the Listing Agreement)


ANNEXURE - 1I

(16)

Name of Director Category No. of Attendance Directorships Memberships ChairmanshipBoard at last in other of committees of committee

Meeting AGM held Companies# of other of otherAttended on 30th companies## companies##

during the year September2008

Dr. Anil Jindal Executive 30 Yes 6 1 -(Chairman &Managing Director)

Sh. Rajesh Singla Executive 30 Yes 7 - -

Sh. Nanak Chand Tayal Executive 30 Yes 7 - -

Sh. Rajesh Mangla* Executive 30 Yes 7 - 2(Whole-timeDirector)

Sh. Manohar Lal Non-Executive 30 Yes 2 - -& Independent

Sh. Kailash Mohan Mehta Non-Executive & 30 Yes 3 2 1Independent

Sh. Devendra Singh Non-Executive & 30 Yes 4 2 -Independent

Sh. Parmod Kumar** Non-Executive & 15 Yes - - -Independent

Sh. Jitender Kumar Garg Non-Executive & 29 Yes 2 - 1Independent

Sh. Arun Datt $ Non-Executive & 9 N.A. - - -Independent

Sh. Sachin Bhatia$$ Non-Executive & 1 N.A. - - -Independent

st* Appointed as Whole-time Director w. e. f. 1 September, 2008rd** Ceased to be a Director w. e. f. 23 October, 2008

th th$ Appointed as Additional Director on 15 September, 2008 and ceased to be a Director w. e. f. 27 December, 2008

th st$$ Appointed as Additional Director on 24 December, 2008 and ceased to be a Director w. e. f. 1 January, 2009

# Excluding Private Limited Companies, Foreign Companies, Section 25 Companies and Alternate Directorships.

## Includes only Audit Committee and Shareholders / Investors Grievance Committee.

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

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

lQuarterly Results for the Company and its operating divisions & segments

lMinutes of the meetings of the Audit Committee and other Committees thereof

lCommencement of any new line of business/segment

lAuthorities to personnel for compliance under various laws


(17)

lCapital budgets and any updates thereof

lAcquisition/incorporation of Companies as subsidiaries

lAnnual Operating Plans & budgets and any updates thereof

lRecruitment & remuneration of personnel just below the Board, including appointment or removal of Company Secretary

lDetails of Collaboration or other agreements

lSale of material nature of investments & assets which is not in the normal course of business

lNon-compliance of any regulatory, statutory nature or listing requirements and shareholders' services

The Company Secretary in consultation with the Chairman of the Company prepares the agenda and supporting papers for discussion at each Board Meeting. Members of the Board are free to suggest inclusion of items in the agenda, in addition to their right to bring up matters for discussion at the meeting with the permission of the Chairman.

Directors' Remuneration

The remuneration paid to the Executive Directors after recommendation & approval by the Remuneration Committee is approved by the Board of Directors, subject to the subsequent approvals by the shareholders at the general meeting and such other authorities, as the case may be.

The remuneration structure comprises of Basic Salary, House Rent Allowance, Conveyance Allowance and other allowances & perquisites including Contribution to Provident Fund and other Statutory Benefits. Non-Executive Directors are not paid any fee for attending the meetings of the Board or Committee thereof.

The details of remuneration paid/provided to the Executive Directors during the financial year 2008-09 are as under: -

Dr. Anil Jindal Chairman & Managing Director Rs.47, 81,460/-Sh. Rajesh Mangla Whole-time Director Rs.7, 48,741/-

As the profits of the Company are not as expected, the total remuneration paid to Dr. Anil Jindal has been received back by the Company.

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

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

stNumber of Shares held by Non-Executive Directors as on 31 March, 2009

Sh. Manohar Lal Nil

Sh. Devendra Singh Nil

Sh. Kailash Mohan Mehta 8000

Sh. Jitender Kumar Garg Nil

COMMITTEES OF DIRECTORS

Audit CommitteethDuring the year under review, the Audit Committee has been reconstituted in the Board meeting held on 28

April, 2008 and presently, comprises of the following Directors:-

Sh. Manohar Lal - Chairman


(18)

Sh. Nanak Chand Tayal - Member

Sh. Kailash Mohan Mehta - Member

Sh. Devendra Singh - Member

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

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

1. To ensure that financial statements are correct, sufficient and credible and comply with Accounting Standards issued by ICAI.

2. Recommend the appointment, re-appointment and if required, replacement or removal of Statutory Auditors, fixation of audit fees and approving payment for any other services.

3. Review with management, the annual and quarterly financial statements before submission to the Board.

4. To hold discussions with Internal Auditors & External Auditors.

5. To review financial and risk management policies.

6. To review the following information:

lManagement discussion and analysis of financial condition and results of operations;

lStatement of significant related party transactions;

lManagement letters / letters of internal control weakness issued by the Statutory Auditors;

lInternal audit reports relating to internal control weaknesses;

lThe appointment, removal and remuneration of Chief Internal Auditor; and

lThe financial statements, in particular, the investments made by unlisted subsidiary companies.

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

th thDuring the year 2008-09, Five (5) Meetings of the Committee were held on 28 April, 2008; 29 July, 2008; th th th4 September, 2008; 15 October, 2008 and 29 January, 2009.

Member Category No. of Meetings held Meetings Attended

Sh. Manohar Lal(Chairman) Non-Executive & Independent 5 5Sh. Pramod Grover*

Non-Executive & Independent 5 1Sh. Nanak Chand Tayal** Non-Executive 5 4Sh. Kailash Mohan Mehta Non-Executive & Independent 5 5Sh. Devendra Singh Non-Executive & Independent 5 5

Meetings and Attendance


(19)

th*Ceased to be a member w. e. f. 28 April, 2008th** Appointed as a member w. e. f. 28 April, 2008

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

Investor's Grievance & Share Transfer CommitteerdDuring the year under review, Investors' Grievance & Share Transfer Committee has been reconstituted on 23

thOctober, 2008 and further on 27 December, 2008 due to changes in Directors. Presently, the Investors' Grievance & Share Transfer Committee comprises of following Directors:-

Sh. Manohar Lal - Chairman

Sh. Rajesh Singla - Member

Sh. Nanak Chand Tayal - Member

Sh. Jitender Kumar Garg - Member

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

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

th st th thDuring the year 19 meetings of the Committee were held on 10 April, 2008; 21 April, 2008; 30 April, 2008; 10 th st th th th st thMay, 2008; 20 May, 2008; 31 May, 2008; 10 June, 2008; 26 June, 2008; 5 July, 2008; 31 July, 2008; 30 August,

th nd th st th2008; 10 September, 2008; 22 September, 2008; 10 October, 2008; 31 October, 2008; 30 December, 2008; th st th20 January, 2009; 31 January, 2009; and 28 February, 2009.

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

Name of Director Designation No. of meetings attended

Sh. Pramod Kumar* Chairman 14

Sh. Manohar Lal As Member 14

Sh. Manohar Lal## As Chairman 5

Sh. Rajesh Singla Member 19

Sh. Nanak Chand Tayal Member 19

Sh. Arun Datt Member 1

Sh. Jitender Kumar Garg Member 4

rd*Resigned from Chairmanship of the committee on 23 October, 2008 continuing as a member.rd## Appointed as Chairman w. e. f. 23 October, 2008.

During the year 2008-09, no complaint was received from shareholders/investors and no complaint was pending at the beginning or end of the year.


(20)

Remuneration CommitteethRemuneration Committee has been constituted in the Board Meeting held on 15 October, 2008 to review and

approve the compensation package for senior management personnel including the Managing Director, Whole-Time Director, CEO & CFO of the Company, comprising of the following Directors: -

Sh. Kailash Mohan Mehta (Chairman)Sh. Manohar LalSh. Devendra Singh

stDuring the year one meeting of the Committee was held on 1 November, 2008.

GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under

Year Venue Day/Date Time

2007-08 Regent Hall Tuesday/30.09.2008 11.30 A.M.Hotel Connaught,37, Shaheed Bhagat Singh Marg, Connaught Place,New Delhi - 110001

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

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

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

AGM held on Whether Special Summary of Resolution Passed Special Resolution

18th Annual General Meeting Yes Listing of Securities of the held on 30.09.2008 company at Bombay

Stock Exchange (BSE)and National StockExchange (NSE)

De-listing of securities ofthe Company from jaipurStock Exchange Ltd. (JSE)and Ahmedabad Stock Exchange Ltd. (ASE)

17th Annual General Meeting held Yes Special resolution u/s on 09.06.2007 372A for Investments/

Inter Corporate Loan

16th Annual General Meeting Noheld on 30.09.2006


(21)

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

Year Venue Day/Date Time

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

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

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

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

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

Neither any special resolution was passed through postal ballot during the last year nor is any special resolution proposed to be conducted through postal ballot at the ensuing Annual General Meeting

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

stconduct for the financial year ended 31 March, 2009. The declaration to this effect signed by the Chairman & Managing Director and CEO/CFO of the Company forms part of this report as Annexure - A.

The Code of Conduct of the Company has been hosted on the Group's website at www.srsparivar.com

a) There have been no materially significant related party transactions, pecuniary transactions or relationship stbetween the company and its directors for the year ended 31 March, 2009 that may have a potential

conflict with the interest of the company at large. Transactions with related parties are disclosed in Note No 12 of Schedule X to the Annual Accounts.

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

CODE OF CONDUCT

DISCLOSURES


(22)

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

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

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

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

The quarterly/half yearly and annual financial results of the company are generally published in “The Pioneer/Business Standard” in English and “Haribhoomi” or “Veer Arjun” in Hindi for the information of all the Shareholders. Moreover, the quarterly/half yearly and annual results are also displayed at the Group's website www.srsparivar.com

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

th a) 19 Annual General Meetingth- Day & Date Saturday, 8 August, 2009

- Time 11.30 A. M.- Venue Deputy Speaker Hall,

“Bharatiyam” Constitution Club,Vithalbhai patel House,Rafi Marg, Behind Reserve Bank of India,New Delhi-110001

b) Financial Calendar, 2008First Quarter Results Last week of July, 2008

rdSecond Quarter & Half Yearly Results 3 week of October, 2008Third Quarter Results Last week of January, 2009Fourth Quarter Results April-June, 2009

st stc) Financial Year 1 April to 31 March

th thd) Book Closure 4 August, 2009 to 8 August, 2009 (both days inclusive)

SECRETARIAL AUDIT

MEANS OF COMMUNICATION

GENERAL SHAREHOLDER INFORMATION


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

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

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

f) ISIN for NSDL & CDSL INE 953I01023

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

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

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

h) Dematerialization of SharesstAs on 31 March, 2009 159514000 shares equivalent to 91.41%


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i Distribution of shareholding

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

Up to 5000 174 44.16 2, 59,000 0.1471

5001 to 10000 21 5.33 2, 00,000 0.1136

10001 to 20000 45 11.42 8, 23,000 0.4716

20001 to 30000 7 1.78 1, 80,000 0.1031

30001 to 40000 16 4.06 5, 76,000 0.3301

40001 to 50000 6 1.52 2, 92,000 0.1673

50001 to 100000 28 7.11 19, 75,000 1.1318

100001 and above 97 24.62 17, 17, 11,000 97.5541

TOTAL 394 100.00 17,60,16,000 100.00

j) Lock-in of Equity Shares

Pursuant to Issue of 10, 00,000 equity shares through private placement on preferential basis on 20.02.2009 the entire issue is locked-in for 1 year i.e. till 19.02.2010.

The lock-in of 4500000 shares for 1 year has been released effective 22.12.2008.

k) Request to Investors

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

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

iii) All requests and other communications/correspondence should be sent at the

Company's Head Office at: -

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

(Anil Jindal) (Rajesh Mangla) CMD Wholetime Director DIN - 00005585 DIN - 00005669

On behalf of the BoardFor SRS Real Infrastructure Ltd.


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Auditors Certificate regarding Compliance of conditions of Corporate Governance.

To the Members ofSRS Real Infrastructure Ltd.

We have examined the Compliance of Corporate Governance by SRS Real Infrastructure Ltd. (the stCompany) for the year ended 31 March, 2009 as stipulated in clause 49 of the Listing Agreement of the said

company with the stock exchanges in India.

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

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

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

AUDITORS CERTIFICATE REGARDING COMPLIANCEOF CONDITIONS OF CORPORATE GOVERNANCE


For NARESH JAI & ASSOCIATESChartered Accountants

NARESH GOYALPartnerM. No.501487


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

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

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

Place : Faridabad (Dr. Anil Jindal)Date : 30.06.2009 CMD

CMD’S DECLARATION


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CERTIFICATION BY MD & CFO OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

Place : Faridabad (Dr. Anil Jindal) (Nanak Chand Tayal)

Date : 30.06.2009 CMD CFO


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MANAGEMENT’S DISCUSSION& ANALYSIS REPORT

INDUSTRY OVERVIEW

REAL ESTATE SCENARIO

The Indian real estate sector has witnessed a resounding growth in recent years due to factors like liberalization of urban policy, increased competition in the home loan segment and liberalized foreign direct investment (FDI) regime. The booming Indian economy, with its 9% plus growth rate and favorable demographics resulted in driving down the average age of home ownership. However, extraneous factors driven by the US sub-prime crisis claimed the industry as one of its targets, thereby abruptly halting its growth story. With the collapse of Lehman Brothers and other Wall Street icons, the recession in the year 2008-09 turned out to be worse than suspected, hurting economies across the globe.

Although at one time it was thought that this crisis would not affect the Indian economy, it soon became clear that stories about the Indian economy de-coupling with the US economy was a myth and domestic consumption was not sufficient to insulate our economy. The flight of capital saw Foreign Direct Investment (FDI) drying up and this affected investment in the Indian economy - triggering stock market crashes, job losses and subdued demand in the process. The estimates for the growth of the Indian economy were revised downwards to seven per cent in 2008-09 and at six per cent in 2009-10.

The backlash of these developments can be seen in the share price movement of DLF, Unitech and GMR group. The market rates in India dropped by 10 to 30 per cent in most of prominent as well as upcoming cities and the trend appears to be still continuing, till it recovers from the ill effects of financial crisis.

The industries most affected by weakening demand were airlines, hotels & real estate. In a bid to counter the impact of the crisis, firms resorted to workforce reduction to manage the costs. Industrial production and manufacturing output declined to five per cent in the last quarter of 2008-09. Consumer spending got restricted on account of the prevailing uncertainty. Consequently, a vicious cycle of weak demand and falling output got triggered in the Indian economy.

Despite the global meltdown, NCR is witnessing considerable activity due to relatively less expensive land prices (compared to Delhi), improved infrastructure development and the movement of IT and ITES Companies out of Delhi and into NCR. Accordingly, the suburbs like Noida, Gurgaon, Greater Noida, Manesar, Faridabad, Ghaziabad, etc are expected to do very well in the future. In addition to this, the key real estate players now stand leaner and more focused to deliver higher value to the customers. Their offerings are now more in sync with the consumer needs and their businesses have been restructured to leverage their core competencies and spin-off peripheral operations. This will have a direct bearing on the quality of output and value that is created now onwards.

What is making Faridabad particularly promising are factors like its realistic property prices, investment largely by end-users rather than speculators as well as the enhanced accessibility that the region is seeing by way of Metro Rail connectivity as well as construction of flyovers and expressways. It is a catchy place for investors because, closer to the Capital city, Delhi, it offers the same in about half the price. The real estate market in Faridabad is experiencing continuous growth due to its close proximity with NCR. While sectors 1-65 have been developed by HUDA; the new sectors from 66 to 91 are dominated by private builders. It is expected that residential requirements of over 11 lakh people is to be catered and more than Rs.3, 000 Crore are to be invested on its major facelifts by the year 2010.

MANAGEMENT’S DISCUSSION & ANALYSIS REPORT


ANNEXURE - 1II

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Driven by intense demand in both commercial and residential property sector, the real estate scenario in Faridabad is flourishing and is set to leverage its fundamental strength. The fact that it is the only town in Haryana included in the Urban Renewal Mission for the spatial development is a reaffirmation of this.

Demand in suburban locations, like Faridabad, Gurgaon and Noida has seen an increase as corporates have started planning their real estate needs and relocation strategies well in advance and pre-committing to legal office space. The growing demand for campus styled developments by companies looking at consolidating their operations is another emerging trend. Several Companies have acquired large land parcels in Noida-Agra Expressway, Manesar, Noida - Greater Noida expressway and Greater Noida for such development. IT SEZ are clearly another preferred option, with many corporates showing keen interest in leasing large areas within such projects. Whilst there is still clarity required on the final policy and frameworks pertaining to SEZ, corporates are evaluating preleasing options within announced projects located in Gurgaon. As NCR register a tremendous growth in the real estate sector, there is large demand for building materials like Iron, Glass, Bathroom fittings, Pipes, Electrical Poles, steel, cement etc. The trading industry has also registered a commendable growth in past few years.

The Government has introduced many progressive reform measures to unlock the potential of the sector. The government has announced an economic stimulus package of Rs.30, 700 Crore in December, 2008 and further fiscal stimulus package of Rs.19, 200 Crore in January, 2009 keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks have announced packages for home loan borrowers in various categories. This is expected to increase borrowing for homes and in turn give a boost to the realty sector. Moreover, excise duty has been cut on cement and steel to bring down construction costs.

To boost up foreign investment in real estate sector; the Government has allowed 100% Foreign Direct Investment (FDI) in real estate projects with certain curbs [Under Press Note (PN – 2)]. Moreover, Foreign Investments Promotion Board (FIPB) has overruled a provision in Foreign Direct Investment (FDI) policy exempting foreign players in Indian real estate to sell their stakes to another foreign investor before three years in cases where fund transfer is from one non-resident to another, thereby making investment in realty sector more lucid & attractive.

Although the year 2008-09 has been a period of downtrend in real estate sector, your company has performed well in both the segments of real estate as well as trading.

Following is a summary of the key projects being undertaken by your company:

TRADING INDUSTRY SCENARIO

GOVERNMENT INITIATIVES

COMPANY DEVELOPMENTS

Real Estate Division


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In the Financial Year 2007-08, the total revenue from the real estate division was Rs.8.80 Crore, which increased to Rs.53.22 Crore registering a growth of near about 500% in revenue.

The Company has started the trading business taking into consideration that lot of construction work is going on in Faridabad region and Nehar par area. This area is booming with a number of group housing, commercial and institutional projects and in almost all the projects, the construction has been started. The requirement of construction related items is huge and there is no single source for supply of all types of building material from the same source. The company is expecting that development work in the area will continue for next 10 years time.

The revenue from the trading division increased from Rs.8.34 Crore to Rs.82.65 Crore. The revenue of the company has seen a growth of near about 900%, which is quiet commendable at the period of recession. The company this year has achieved the GP Margin of 2%.

ØTrading Division

Project LocationCompletion

Date

Area(msf)

Status of the project

Residential Flats

Five Star Hotel

IT Tower

CommercialComplex

Sector - 8 Palwal

Delhi Agra Road, Faridabad

IT Tower - I

SRS Mall

SRS Farm House

Sector - 6, Palwal

Sector - 26, Rewari

Sector - 5, Palwal

Sector-87, Faridabad (Phase-II)

March 13

March 15

March 10

Completed in 2004

March 10

December 10

December 12

March 13

March 14

LOI and License ReceivedConstruction started.

License Received, Feasibility reportcompleted by renowned consultantHVS international

LOI and License received constructionstarted and almost45% is completed

Operational

LOI and License received construction Started.

License received, construction started

LOI and License Received

LOI and License Received

LOI Received

1.42

1.43

0.23

0.16

0.11

2.91

1.13

0.53

2.32

Farm House

Township

Residential Flats

Residential Flats

Residential Flats

The following are the projects undertaken by one of its subsidiary M/s. SRS Real Estate Ltd.

Sector - 88,Faridabad

Sector-87,

Location

Faridabad Phase - I

Project CompletionDate

Area(msf)

Status of the project

Residential Flats Dec-10 1.45

LOI and License received andconstruction has started. Almost 12floors have been constructed in each ofthe 17 blocks.

LOI and License received and buildingplan has also been approvedconstruction started.

Residential Flats Mar-13 2.27


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OPPORTUNITIES AND THREATS

RISKS AND CONCERNS

OUTLOOK

lInspite of the fact that recession has badly hit the real estate sector, work at all projects of your company is going on in full swing, as a result of the company's sincere efforts and commitment. The company has adequate financial strength to complete the projects on time, which is the major reason behind consumer confidence in the company. The diversified presence, progress of projects, unwavering commitment and actual proof by way of past records are our strengths.

lIn short span of 3 years, SRS has become a brand name in the real estate sector. This is creating more opportunities for the company in Delhi/ NCR as consumers are sticking to reputed builders like your company in these times of recession and uncertainty.

lAs the company has its trading division of building materials, it always creates a back up for raw material for ongoing projects at a lower cost.

lSRS delivers an unmatched price-value equation. Consumers can purchase a flat and a 1,000-square-foot bungalow plot for Rs.3,000-.4,000 per square feet in Faridabad, for which they pay double the price in cities like Noida, Gurgaon etc. This is a reason for increasing brand preference in favor of your company.

lA focus on affordable housing coupled with easy housing loans is set to energies the sector and drive in the growth for your company.

The threats for the company are reduction in price of projects by 10 to 20% because of the current recession, escalation in cost because of rising prices of raw materials and competitive environment with diverse players. Another challenge is grappling with the cautious mindset of the customers who are uncertain about their entry time into this sector, which largely is a result of the slowdown and halted sectoral growth. A multitude of small players had entered the rat race of real estate industry in the past, but due to the challenging circumstances, most of them have vanished from the market.

Various risks faced by the company in present economic conditions are:-

Indian Real Estate sector has faced severe liquidity crunch in the aftermath of the financial meltdown in US. The market capitalization of major Indian real estate Companies has witnessed over 80% erosion caused due to the global liquidity crisis, investors dumping real estate stocks and slump in the Indian stock market.

Net profits of several real estate companies have fallen very sharply ranging from 4% - 79%. Along with this, some players are facing paucity of funds to execute their projects on time.

Purchasing power of customer had declined as an impact of recession resulting in sharp decline in investment in real estate sector. Ongoing uncertainty has migrated many of them into a wait and watch mode.

Moreover, rise in cost of raw material such as cement, steel etc. and obtaining permissions & licenses etc. from several Govt. Authorities can affect the timely execution of the projects.

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


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A good indicator for the industry is the fact that the market has started showing early signs of revival. There are indications that lower mortgage interest rates are helping housing markets on the margin. Several other factors should lift consumer spending as the year progresses. These factors include the dramatic fall in energy prices, greater stability in the housing market, and improving consumer confidence. Also, the tax cuts in the recent stimulus package were designed to generate an immediate boost to consumer spending.

Further low prices as compared to Noida and Gurgaon make Faridabad region more affordable for the consumers. With property developers eyeing the trans-capital land acquired from villages along the Yamuna and soon to come up Taj Expressway Corridor, Faridabad is likely to sell out 20,000 houses in the next two years. Also there is soon coming Badarpur –Noida express highway, the city will experience an improved connectivity with Noida, which is a good indicator for the company.

Manpower is the back bone of every company. With honest, hardworking, disciplined workforce the company can survive current downstream period. But as a measure of cost reduction in present crisis your management had laid off 16 employees which are nominal as compared to those laid off by other companies in similar sector. Presently, the Company has 31 persons on its role.

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

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

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

HUMAN RESOURCES

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

CAUTIONARY STATEMENT

On behalf of the BoardFor SRS Real Infrastructure Ltd.


(Dr. Anil Jindal)CMD

DIN 00005585

(Rajesh Mangla)Wholetime Director

DIN 00005669


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AUDITORS’ REPORT

To,The Members ofSRS REAL INFRASRTUCTURE LIMITED,

1. We have audited the attached Balance Sheet of SRS REAL INFRASRTUCTURE LIMITED (the Company) as at 31st March 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

st(v) On the basis of written representations received from the Directors, as on 31 March 2009 and taken on strecord by the Board of Directors, we report that none of the Directors is disqualified as on 31 March

2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

AUDITORS’ REPORT






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

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

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

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

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

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

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

iii. (a) The company has not granted any loans to any person covered in the register maintained under section 301 of the Companies Act 1956. Hence, the provisions of clause 4 (iii)(b),(c) & (d) of the order are not applicable to the company.

(e) The Company had taken loan from 2 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4436 lacs and the year-end balance of loans taken from such parties was Rs. Nil.

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

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

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

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

v. (a) According to information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

ANNEXURE TO THE AUDITORS’ REPORT


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

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

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

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

(b)According to the information and explanations given to us, except advance tax dues of Rs. 43.01 lacs, no other undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax,

stCustom Duty, Excise Duty and Cess were in arrear as at 31 March 2009 for a period of more than six months from the date they become payable..

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

stx. The company has no accumulated losses as at 31 March 2009 and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

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

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

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

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

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

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

xviii. According to the information and explanations given to us, the Company has made preferential


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allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price, at which shares have been issued, is not prejudicial to the interest of the Company.

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

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

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






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FINANCIAL STATEMENTS

BALANCE SHEETAS AT 31.03.09

SOURCES OF FUNDS

Shareholder’s Funds

Share Capital A 176,016,000.00 166,016,000.00

Reserves & Surplus B 1,171,561,155.00 1,347,577,155.00 934,151,846,82 1,100,167,846.82

Loan Funds

Secured Loans C 319,009,188.77 57,871,812.00

Unsecured Loans D 398,944,450.34 717,953,639.11 - 57,871,812.00

2,065,530,794.11 1,158,039,658.82

APPLICATION OF FUNDS

Fixed Assets E

Gross Block 29,652,176.93 3,408,382.00

Less : Depreciation 721,888.75 103,661.00

Net Block 28,930,288.18 3,304,721.00

Capital Work in Progress 493,944,911.60 522,875,199.78 68,902,761.90 72,207,482.90

Investments F 791,400,750.00 522,972,000.00

Deferred Tax Asset (Net) 413,252.00 (1,229.00)

Current Assets Loan & Advances

Inventories G 594,140,992.44 335,085,109.10

Sundry Debtors H 219,520,064.93 14,689,220.50

Cash and bank Balances I 107,058,992.14 66,892,827.18

Loans & Advances J 729,646,026.00 713,277,068.33

Other Current Assets K 7,708,139.69 1,574,847.00

1,658,074,215.20 1,131,519,072.11

Less : Current Liabilities & Provisions

Current Liabilities L 870,990,645.94 557,663,271.93

Provisions M 36,241,976.93 10,994,395.26

907,232,622.87 568,657,667.19

Net Current Assets 750,841,592.33 562,861,404.92

2,065,530,794.11 1,158,039,658.82Significant Accounting Policies & XNotes to the accountsThe Schedules referred to above form an integral part of Financial StatementAS PER OUR REPORT OF EVEN DATE ANNEXED

Amount in Rs.

(Rajesh Mangla)Wholetime D

DIN - 00005669irector

Shweta Marwah(Company Secretary

M. No. 18730)

For Naresh Jai & Associates For and on behalf of the boardChartered Accountants

CA. Naresh Goyal (Partner)(Membership No. 501487)


( )Chairman & M.D.DIN - 00005585

Dr. Anil Jindal

PARTICULARS SCH.AS AT

31.03.2009AS AT

31.03.2008



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PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31.03.2009

INCOME Sales N 1,394,599,792.00 171,428,227.51Other Incomes O 14,261,244.00 1,589,227.00 Increase/ (Decrease) of Inventory P 259,055,883.34 104,819,309.10

1,667,916,919.34 277,836,763.61

EXPENDITURE

Cost incurred on Projects Q 481,089,257.12 105,203,374.32

Purchases for Resale R 1,117,336,795.82 85,238,694.28

Direct Expenses S 46,616.00 46,857,217.45

Personnel T 3,116,506.90 2,146,742.00

Office & Administration U 6,957,142.83 1,314,973.15

Financial V 8,018,142.66 1,988,299.69

Marketing & Selling W 1,133,031.74 12,120,230.00

Depreciation E 509,422.66 103,661.00

1,618,206,915.73 254,973,191.89

PROFIT BEFORE TAX 49,710,003.61 22,863,571.72

LESS: PROVISION FOR TAX

Current 17,730,848.47 6,760,151.40 Deferred (414,481.00) 1,229.00 FBT 101,074.00 56,827.00 Earlier Year 385,118.60 17,802,560.07 6,818,207.40

PROFIT AFTER TAX 31,907,443.54 16,045,364.32

Balance brought forward from previous year 13,750,712.71 7,508,989.36

APPROPRIATION

Proposed Dividend 17,601,600.00 8,036,674.10

Final Dividend 2007-08 * 11,885,245.90 - Dividend Distribution Tax 5,011,289.46 1,365,832.76 Transfer to General Reserves 797,686.09 401,134.11

Amount Carried to Balance Sheet 10,362,334.80 13,750,712.71

* Additional dividend declared and paid for F.Y. 2007-08

(Amount in Rs.)


M. No. 18730)





Dr. Anil Jindal


31.03.2009AS AT

31.03.2008

EARNING PER SHAREFace Value of Equity Share 1.00 10.00Basic & Diluted 0.19 2.40Significant Accounting Policies & XNotes to the AccountsThe Schedules referred to above form an integralpart of Financial Statement

AS PER OUR REPORT OF EVEN DATE ANNEXED





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(39)

CASH FLOW STATEMENTFOR THE YEAR ENDED AT 31.03.2009

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax (as per Profit & Loss Account) 49,710,004 22,863,572

Adjustment For :

Depreciation 618,228 103,661

Interest Paid 93,813,131 4,679,424

Interest Received (3,881,244) (1,096,891)

Operating Profit Before Working Capital Change 140,260,118 26,549,766

Adjustment For:

Trade and Other Receivable (225,832,744) (727,463,474)

Inventories (259,055,883) (104,819,309)

Trade Payable and Other Liabilities 310,345,667 340,052,074

Cash Generated From Operations (34,282,842) (465,680,943)

Direct Taxes Paid (7,581,540) (5,384,744)

Net Cash From Operating Activities (A) (41,864,382) (471,065,687)

B Cash Flow From Investing Activities

Purchase of Fixed Assets (451,285,945) (72,311,144)

Purchases of Investments (268,428,750) (522,972,000)

Dividend Paid (19,921,920) -

Interest Received 2,380,893 124,278

Net Cash Used in Investing Activities (B) (737,255,722) (595,158,866)

C Cash Flow From Financing Activities

Proceeds From Long Term Borrowings 309,775,442 1,453,097

Repayments of Long Term Borrowings (529,405) -

Proceed From Short Term Borrowing (Net) 307,194,094 56,418,715

Proceeds From Issue of Shares 250,000,000 1,050,000,000

Interest Paid (47,153,862) (4,592,412)

Net Cash Used in Financing Activities (C) 819,286,269 1,103,279,400

Net Increase in Cash and Cash Equivalent (A+B+C) 40,166,165 37,054,847

Cash & Cash Equivalent at the beginning of the year 66,892,827 29,837,980

Cash & Cash Equivalent at the end of the Year 107,058,992 66,892,827

Net Increase in Cash and Cash Equivalents 40,166,165 37,054,847

Sr. No. ParticularsYear Ended

31.03.09Year Ended

31.03.08

(Amount in Rs.)




M. No. 18730)





Dr. Anil Jindal

AS PER OUR REPORT OF EVEN DATE ATTACHED



A S

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(40)

SCHEDULES

SCHEDULE - A

AUTHORISED CAPITAL

25,00,00,000 Equity Shares of Re.1/- Each * 250,000,000.00 250,000,000.00

(P.Y. 2,50,00,000 Equity Shares of Rs.10/- Each) 250,000,000.00 250,000,000.00

ISSUED, SUBSCRIBED & PAID UP CAPITAL

17,60,16,000 Equity Shares of Re.1/- Each Fully Paid * 176,016,000.00 166,016,000.00

(P.Y. 1,66,01,600 Equity Shares of Rs.10/- Each Fully Paid) 176,016,000.00 166,016,000.00

* During the year company has sub-divided its equity sharesfrom Rs. 10/- each to Re. 1/- each.

SCHEDULE - B

RESERVES & SURPLUS

I. SHARE PREMIUM

Balance at the beginning of the year 920,000,000.00 -

Addition during the year 240,000,000.00 920,000,000.00

Balance at the closing of the year 1,160,000,000.00 920,000,000.00

II. GENERAL RESERVES

Balance at the beginning of the year 401,134.11 -

Addition during the year 797,686.09 401,134.11

Balance at the closing of the year 1,198,820.00 401,134.11

III. PROFIT & LOSS ACCOUNT

As per Profit and Loss Account 10,362,334.80 13,750,712.71

Balance at the closing of the year 10,362,334.80 13,750,712.71

Total Carried Forward to Balance Sheet (I + II + III) 1,171,561,155.00 934,151,846.82

SCHEDULE - C

SECURED LOANS

From Banks:

Term Loan 308,450,442.00 -

Vehicle Loan 2,248,692.00 1,453,097.00

Cash Credit /Bank Overdraft 8,310,054.73 56,418,715.00

(Repayable within one year Rs. 3,00,316/- (PY -Rs.5,06,255/-) 319,009,188.73 57,871,812.00

a) The term loan from central bank of India is secured against EM of land situated at 14/5, Mathura Road, Faridabad in the name of SRS I-Tech Private Limited and the building to be built on the said land. The loan is also secured by the 1st charge on a trust & retention account/escrow account to be opened with the bank and the personal guranatee of the directors. Term loan from Syndicate bank is secured by exclusive charge on the entire project assets and on the current assets. This facility is also secured by corporate guarantee of the Premier Infrabuild Pvt. Ltd and the personal guarantee of the directors.

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

c) Cash Credit facility is secured against Hypothecation of Stock in Trade of building material business. Bank Overdraft is secured against Debtors and Account Receivables of building material business.The facilities are further secured against all movable fixed assets of company present & future, Equitable mortage of the properties of Directors & relatives and certain group companies and Personal Gaurantees of the Directors & relatives and corporate guarantee of group companies.

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

SCHEDULE - D

UNSECURED LOANS

Deferred payment credit of EDC/IDC 355,302,754.00 -

Interest due on EDC/IDC 43,641,696.34 -

(Repayable within one year Rs. 19,56,93,704/-, P.Y. Nil) 398,944,450.34 -

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008


(41)

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(42)

SCHEDULE-F

INVESTMENTS

(Long Term, Trade, Unquoted)

In Subsidiary Companies

1). Akriti Realtech Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

2). Bhavani Realbuild Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equityshares of Rs10/-each

3). Bright Infrabuild Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

4). Dawn Developers Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

5). Dimension Infrastructure Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

6). Glory Buildcon Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

7). Haryana Infracon Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

8). Mehar Builders Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

9). Modern Ashiana Builders P. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

10). Mounthill Builders Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

11). Rebnoor Infrabuild Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

12). Skyhigh Colonizers Pvt. Ltd. 100,000.00 100,000.00 10,000 (Previous year 10,000) equity shares of Rs10/-each

13). SPS Buildcon Ltd. 33,390,000.00 33,390,000.00 313,120 (Previous year 313,120) equity shares of Rs 10/-each

14). SRS Retreat Services Ltd. 150,265,000.00 150,265,000.00 1,319,280 (Previous year 1,319,280) equity shares of Rs 10/-each

15). SRS I-Tech. Pvt. Ltd. 159,928,750.00 - 4,422,225 (Previous year Nil) equity shares of Rs 10/- each

16). SRS Real Estate Ltd. 446,617,000.00 338,117,000.00 3,573,416 (Previous year 2,704,936) equity shares of Rs10/-each

791,400,750.00 522,972,000

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008


(43)

SCHEDULE - G

INVENTORIES

(As taken, valued & certified by the Management)Project in Progress 586,292,631.44 105,203,374.32 Goods held for resale 5,192,984.00 4,807,755.13 FSI of Land 2,655,377.00 225,073,979.65

594,140,992.44 335,085,109.10

SCHEDULE - H

SUNDRY DEBTORS

(Unsecured, considered Good)I. Debts Outstanding For a Period Exceeding 6 Months - - ii. Others 219,520,064.93 14,689,220.50

219,520,064.93 14,689,220.50

SCHEDULE - I

CASH & BANK BALANCES

Cash in Hand 700,068.86 762,030.36 Balance with Scheduled Banks

-in current accounts 17,105,334.28 16,130,796.82 -in FDRs* 89,253,589.00 50,000,000.00

(*Pledged with Bank for Over Draft / Bank Guarantee/LC Facilities) 107,058,992.14 66,892,827.18

SCHEDULE - J

LOANS & ADVANCES

Advance for Projects - To Subsidiary Companies 192,797,424.00 431,085,624.00

- To Collaborators 320,736,519.00 143,838,275.00 Advance to Suppliers/Contrators 65,499,034.00 2,198,301.16 Advance for Investments in Equity

- To Subsidiary Companies 150,000,000.00 - - To Others - 129,126,250.00

Advance Recoverable in Cash or in Kind or for Value is to be received 613,049.00 7,028,618.17

729,646,026.00 713,277,068.33

SCHEDULE - K

OTHER CURRENT ASSETS

Interest Accrued on Fixed Deposits 2,472,964.00 972,613.00 Security Paid 707,500.00 5,000.00 Prepaid Expenses 4,527,675.69 597,234.00

7,708,139.69 1,574,847.00

SCHEDULE - L

CURRENT LIABILITIES

Advance from Customers 568,514,678.00 77,251,722.00

Sundry Creditors

Due to Small & Micro Enterprises - -

Other Creditors* 290,974,659.40 68,382,187.90

Bank Overdrawn 2,477,796.62 20,125,364.03

Duties & Taxes Payable 2,857,623.61 7,605,364.00

Interest Accrued but not due on Loans 3,104,584.49 87,012.00

Advance from Collaborators 201,920.00 383,669,523.00

Other Liabilities 2,820,569.00 542,099.00

Unclaimed Dividend 38,814.82 -

* Include creditors of Rs.24,97,85,752 secured by letters of credit 870,990,645.94 557,663,271.93

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008


(44)

SCHEDULE - M

PROVISIONS

Provision for Income Tax 13,352,624.47 1,391,122.40

(Net of advance tax & TDS of Rs. 43,78,224, P.Y. 53,69,029)

Provision for FBT 81,074.00 41,242.00

(Net of advance tax of Rs. 20,000, P.Y. 15,585)

Proposed Dividend 17,601,600.00 8,036,674.10

Provision for Dividend Distribution Tax 5,011,289.46 1,365,832.76

Provision for Gratuity 9,752.00 71,804.00

(Net of fair value of plan Assets of Rs. 1,55,561, P.Y. Nil)

Provision for Leave Encashment 185,637.00 87,720.00

36,241,976,93 10,994,395.26

SCHEDULE - N

OPERATING INCOME

Sale of Land/ Developed Property 548,179,844.50 88,000,000.00

Sale of Building Material 846,419,947.50 83,428,227.51

1,394,599,792.00 171,428,227.51

SCHEDULE - O

OTHER INCOMES

Interest Received on FDR (TDS Rs.7,27,251, P.Y. Rs. 1,24,278) 3,881,244.00 1,096,891.00

Syndication Service Charges (TDS Rs. 10,95,663, P.Y. Rs. Nil) 10,125,000.00 -

Misc. Income 255,000.00 492,336.00

14,261,244.00 1,589,227.00

SCHEDULE - P

INCREASE/ (DECREASE) IN INVENTORIES

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

Closing Stock 594,140,992.44 335,085,109.10

259,055,883.34 104,819,309.10

SCHEDULE - Q

COST INCURRED ON PROJECTS

Cost of Land 54,790,687.00 94,352,151.00

Material Costs - 341,825.00

Payment to Collaborators 3,250,000.00 -

Construction Costs 8,797,674.00 392,430.00

Government Charges 359,141,597.00 6357451.44

Personnel Expenses 1,499,016.00 689,390.00

Financial Expenses 52,886,711.03 2,691,124.88

Office and Administration Expenses 614,767.00 379,002.00

Depreciation 108,805.09 -

481,089,257.12 105,203,374.32

SCHEDULE - R

PURCHASES FOR RESALE

Purchases Land/ Developed Property 282,891,550.00 `-

Purchases of Building Material 834,445,245.82 85,238,694.28

1,117,336,795.82 85,238,694.28

SCHEDULE - S

DIRECT EXPENSES

Govt. Charges 46,616.00 11,905,762.45

Commission - 34,951,455.00

46,616.00 46,857,217.45

SCHEDULE - T

PERSONNEL

Salaries, Wages, Stipend & other allowances 11,451,864.00 1,833,159.00

Director's Remuneration 715,253.00 1,000,000.00

Contribution to Provident Fund & Other Funds 565,559.00 84,194.00

Provision for Employees's Benefits 244,302.00 159,524.00

12,976,978.00 3,076,877.00

Less: Allocated to Capital Work in Progress 8,361,455.10 240,745.00

Less: Allocated to Projects 1,499,016.00 689,390.00

3,116,506.90 2,146,742.00

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008


(45)

SCHEDULE - U

OFFICE & ADMINISTRATION

Audit Fees 75,000.00 75,000.00 Donation 251.00 500,000.00 Electricity Expenses 353,160.00 4,191.00 Legal and Professional 4,278,478.16 157,618.00 Listing Fee 138,693.00 137,474.51 Land holding Charges 1,400,000.00 - General Meeting Expenses 49,560.00 18,050.00 Postage & Telegram 2,417.00 720.00 Printing & Stationery 292,952.00 49,530.00 Rates & Taxes 38,129.00 101,946.18 Rent 706,285.00 90,000.00 Insurance Expenses 449,226.00 - Repair & Maintenance - Others 44,613.00 30,177.00 Repair & Maintenance - Vehicle 328,099.00 32,484.00 Telephone Expenses 84,973.00 10,420.00 Tour, Travelling and Conveyance Expenses 149,784.00 412,585.00 Computer Software 3,094,295.00 - Other Expenses 544,656.67 143,431.46

12,030,571.83 1,763,627.15

Less: Allocated to Capital Work in Progress 4,458,662.00 379,002.00 Less: Allocated to Projects 614,767.00 69,652.00

6,957,142.83 1,314,973.15

SCHEDULE - V

FINANCIAL EXPENSES

Bank Interest on :- Term Loans 19,226,431.87 - -Cash Credit/Overdraft 2,567,258.50 - Interest on Unsecured Loans 7,416,784.00 642,349.02 Interest on EDC/IDC 43,641,696.34 - Other Interest 12,547,402.00 2,617,092.00 Interest Paid on Vehicle Loan 126,763.00 33,097.00 Bank and other Financial Charges 8,286,795.26 1,386,886.00

93,813,130.97 4,679,424.02

Less: Allocated to Capital Work in Progress 32,908,277.00 - Less: Allocated to Projects 52,886,711.31 2,691,124.33

8,018,142.66 1,988,299.69

SCHEDULE - W

MARKETING & SELLING EXPENSES

Advertisement Expenses 977,195.74 12,065,855.00 Business Promotion 359,188.00 54,375.00

1,336,383.74 12,120,230.00

Less: Allocated to Capital Work in Progress 203,352.00 - Less: Allocated to Projects - -

1,133,031.74 12,120,230.00

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008


(46)

SCHEDULE - X:

stSignificant Accounting Policies and Notes to Account for the year ended 31 March 2009

A. Significant Accounting Policies

1. Basis of Accounting

2. Use of Estimates

3. Revenue Recognition

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the time of the transaction.

Monetary items denominated in foreign currency are reported using the closing exchange rate on each balance sheet date.

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

5. Depreciation on Fixed Assets and Amortization

6. Borrowing Cost

7. Impairment of Assets

8. Foreign Exchange Transaction


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The exchange difference arising on the settlement of monetary items or on reporting these items at rates different from rates at which these were initially recorded / reported are recognized as income / expense in the period in which they arise.

Non-monetary items are carried at cost.

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

Inventories are valued as under: -

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

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

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

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

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

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

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

Current Tax:

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

Deferred Tax:

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

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

9. Investments

10. Inventories

11. Taxation


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Fringe Benefit Tax:

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

a) Defined Benefit Plan

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

b) Defined Contribution Plan

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

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

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

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

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

12. Employee benefits

13. Cash Flow Statement

14. Earning Per Share (EPS)

15. Provisions, Contingent Liabilities and Contingent Assets


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B. Notes to Accounts

1. Contingent Liabilities not provided for in respect of :

Particulars As at 31.03.2009 As at 31.03.2008 (Rs.) (Rs.)

Corporate Guarantees 3495.00 Lac 3495.00 Lac

Outstanding Bank Guarantee 988.47 Lac

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

3. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.1, 134.23 lacs (Previous Year Rs. Nil).

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

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

6. Details of Investment sold and purchased during the year:

Investment in Shares (unquoted, traded and Long-term investment)

Name of Company Number of Shares Purchases Value Sales Value (Rs.) (Rs.)

SPS Buildcon Ltd. 40,007 4,00,070 4,00,070

(Nil) (Nil) (Nil)

SRS Retreat Services Ltd 1,32,006 1,23,00,600 1,23,00,600(Nil) (Nil) (Nil)

Haryana Infracon Pvt. Ltd. 2,920 29,200 29,200(Nil) (Nil) (Nil)

Dimension Infrastructure Pvt. Ltd. 1,420 14,200 14,200(Nil) (Nil) (Nil)


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7. Capital work in progress includes:

8. Deferred Tax Assets and Liabilities

I. advances to vendors/contractors of Rs. 21, 01, 46,037/- (Previous Year Rs. Nil)

ii. pre-operative expenses of Rs. 6, 87, 28,555/- (Previous Year Rs. 2, 54, 18,397/-) as detailed below :

Particulars 2008-09 2007-08 Rs. Rs.

Telephone Expenses 55,643 -

Salary and related Expenses 83, 61,455 2,40,745

Printing & Stationery 51,982 -

Site Development Expenses 20,374 -

Electricity Expenses 3, 05,362 -

Conveyance 94,322 -

Insurance 64,045 -

Legal and Professional Charges 33,33,440 -

Borrowing Cost 3, 29, 08,277 -

Sales & Marketing Expenses 2,03,352 2,51, 08,000

Other expenses 5,33,494 69,652

Total for the year 4, 59, 31,746 2, 54, 18,397

Add: Brought forward from previous year 2, 54, 18,397 Nil

Grand Total 7, 13, 50,143 2, 54, 18,397

Less: Allocated to fixed assets 26, 21,588 Nil

Balance carried forward 6, 87,28,555 2, 54, 18,397

In view of the Accounting Standard – 22 “Accounting for Taxes on Income” issued by the stInstitute of Chartered Accountants of India, the deferred tax assets/liabilities as at 31 March

2009 comprise of the following major components:

Particulars As At As At31.03.2009 31.03.2008

(Rs) (Rs)

Fixed Assets 3,82,232.00 55,451.00

Deferred Tax Liabilities (A) 3,82,232.00 55,451.00

Provision for Employee Benefits 66,413.00 54,222.00

Disallowance U/s 40(a) (ia) of Income Tax Act 4,46,954.00 0.00

Deferred Tax Assets (B) 5,13,367.00 54,222.00

Net Deferred Tax Liability/(Assets) (A-B) (1,31,135.00) 1,229.00


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9. Employee Benefits

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

The following tables summarize the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans (as per Actuarial Valuation as on March 31, 2009).

Net employee benefit expense (recognized in the Statement of Profit & Loss for the year ended March 31, 2009)

Gratuity Particulars

2008-09 2007-08 2008-09 2007-08

Current Service Cost 98,706 39, 412 1, 28, 909 55, 527

Interest Cost 5,026 - 6, 140 -

Expected return on plan assets - - -

Past Service Cost - - - -

Actuarial (gain) / loss recognized in the year (10,223) 32, 392 (37, 132) 32, 193

Net benefit expense 93, 509 71, 804 97, 917 87, 720

Net Asset / (Liability) recognized in the Balance Sheet as on March 31, 2009.

Particulars Gratuity Leave Encashment 2008-09 2007-08 2008-09 2007-08

Present Value of Defined Benefit

Obligation at the end of the year 1, 65, 313 71, 804 1, 85, 637 87, 720

Fair Value of Plan Assets 1, 55 ,561 - - -

Net Asset / (Liability) recognized in

The Balance Sheet (9, 752) (71, 804) (1, 85, 637) (87, 720)

(Amount in Rs.)

Leave Encashment


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

Particulars Gratuity Leave Encashment 2008-09 2007-08 2008-09 2007-08

Present Value of Defined Benefit Obligation at the beginning of the year 71, 804 - 87, 720 -

Interest Cost 5, 026 - 6, 140 -


Current Service Cost 98, 706 39, 412 1, 28, 909 55, 527

Benefits Paid - - - -

Actuarial (gain) / loss on obligation (10, 223) 32, 392 (37, 132) 32, 193

Present Value of Defined Benefit Obligation at the end of the year. 1, 65, 313 71, 804 1, 85, 637 87, 720

Change in the fair value of Plan Assets are as follows:

Particulars Gratuity Leave Encashment

2008-09 2007-08 2008-09 2007-08Fair value of the plan assets at Nil Nil Nil Nilthe beginning of the year

Expected return on Plan Assets Nil Nil Nil Nil

Contribution by employer Nil Nil Nil Nil

Benefits Paid 1,55,561 Nil Nil Nil

Actuarial (gain) / loss on Plan Assets Nil Nil Nil Nil

Fair value of the plan assets at

the closing of the year Nil Nil Nil Nil

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

Particulars 2008-09 2007-08

Discount Rate (based on the market yields available on Government bonds at the accounting date with term that matches that of the liabilities 7.00% 8.00%

Salary increase (taking into account inflation, seniority, promotion and other relevant factor) 4.50% 5.50%

Rate of Return on Plan Assets - -

Average Outstanding Service of Employees Upto Retirement (years) 28.65 Years 29.26 Years


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Contribution to Defined Contribution Plans: Amount (Rs.)


Provident fund 5, 54, 713 84,194

During the year, Company has capitalized Rs. 329.08 lacs (P.Y. Nil) on Capital work in progress and Rs. 528.87 lacs (P.Y. Rs. 26.91 lacs) on project in progress in accordance with the applicable Accounting Standard 16 – “Borrowing Costs”.

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

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

S. No. Particulars Real Estate Trading Unallocable Total

1. Segment Revenue 5481.80 8464.20 142.61 14088.61

(880.00) (834.28) (15.89) (1730.17)

2. Segment Expenses 5053.57 8340.60 117.16 13511.32

(520.49) (809.83) (151.33) (1429.30)

3. Segment Profit 428.23 123.60 25.46 577.29

(359.51) (24.45) (-)(135.44) (248.52)

4. Financial Expenses 26.95 53.23 (Nil) 80.18

(Nil) (4.96) (14.92) (19.88)

5. Profit Before Tax 428.23 70.37 (-)1.49 497.10

(359.51) (19.49) (-)(150.36) (228.64)

6. Provision for Taxation 178.03 178.03

(68.18) (68.18)

7. Profit after Tax 428.23 70.37 (-)179.52 319.08

(359.51) (19.49) (-)(218.54) (160.46)

8. Carrying amount 16432.10 3432.47 9863.07 29727.63

of segment assets (9814.66) (199.21) (7253.10) (17266.97)

(including CWIP)

9. Carrying amount of 12659.44 3105.53 486.91 16251.86

Segment Liabilities (5414.77) (160.19) (690.33) (6265.29)

(Including CWIP)

10. Borrowing Costs

11. Segment Reporting

(Rs. in Lacs)


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12. Related Party Transactions

As per Accounting Standard-18 issued by the Institute of Chartered Accountants of India, the Company's related parties and transactions are disclosed below:

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

1) Subsidiary Companies

i. Akriti Realtech Pvt Ltd.

ii. Bhavani Realbuild P. Ltd.

iii. Bright Infrabuild Pvt. Ltd.

iv. Dimension Infrastructure Pvt Ltd.

v. Mehar Builders Pvt Ltd.

vi. Modern Ashiana Builders Pvt Ltd.

vii. Mounthill Builders Pvt Ltd.

viii. Rebnoor Infrabuild Pvt Ltd.

ix. Skyhigh Colonizer Pvt Ltd.

x. Glory Buildcon Pvt. Ltd.

xi. SRS Real Estate Ltd.

xii. SRS I-Tech Pvt. Ltd.

xiii. Haryana Infracon Pvt. Ltd.

xiv. Dawn Developers Pvt. Ltd.

xv. SPS Buildcon Ltd.

xvi. SRS Retreat Services Ltd

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

1) Key Management Personnel (KMP)

i. Dr. Anil Jindal - Chairman and Managing Director

ii. Mr. Rajesh Singla - Executive Director

iii. Mr. Nanak Chand Tayal - Executive Director

iv. Mr. Rajesh Mangla - Executive Director

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

i. SRS International Ltd. *

ii. SRS Realtech Pvt. Ltd *

iii. SRS Developers P. Ltd. *

iv. SRS Realbuild Pvt. Ltd *

v. SRS Manufacturers Pvt. Ltd. *

vi. SRS Entertainment & Retail Ltd.

* Related party relation with these companies has ceased during the current financial year.


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S. Name of the Party Nature of Transaction 2008-09

1. Akriti Realtech Pvt. Ltd Advance Given For Project Nil 3,05,05,000

Land Holding Charges Paid 1,00,000 Nil

Closing Balance:

Advance Given For Project 3,02,05,000 3,02,05,000

2. Bhavani Realbuild Pvt. Ltd. Advance Given For Project Nil 31,10,000


Closing Balance:

Advance Given For Project 27,55,000 27,55,000

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


Land Purchased 12,04,95,600 Nil

Closing Balance:

Sundry Creditor 48,970 Nil

Advance Given For Project 1,64,400 12,06,60,000

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


Closing Balance:


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


Closing Balance:



6. Modern Ashiana Builders Pvt Ltd Advance Given For Project 1,00,000 4,83,89,999


Closing Balance:



2007-08

b. Transactions with related Parties

Amount (Rs) Amount (Rs)No.


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


Closing Balance:



8. Rebnoor Infrabuild Pvt Ltd Advance Given For Project 1,40,000 3,02,45,625


Closing Balance:


Loans & Advance Given 3,03,85,625 3,02,45,625

9. Skyhigh Colonizers Pvt Ltd Advance Given For Project 7,08,95,000 18,69,70,000


Land Purchased 15,92,08,200 Nil

Closing Balance:



10. Glory Buildcon Pvt. Ltd. Advance Given For Project Nil 4145,000


Closing Balance:



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

Interest Paid on Loan 34,90,238 11,62,085

Commission on Flat Booking Nil 4,68,000

Commission Paid Nil 1,74,75,727

Purchase of Investment Nil 54,15,000

Sale of Material Nil 63,88,164

Customer Advance of Project 9,75,51,960 Nil

Reimbursement of expenses 11,81,360 Nil

Rent Paid 60,000 50,000

taken over

Sale of FSI of Land 53,07,37,095 NilAdvance Received for Project 50,21,356 44,00,14,301Advance for Investment in 15,00,00,000 NilEquityCorporate Guarantee taken 35,00,00,000 NilClosing Balance :Creditor Nil 2,74,41,933Advance take for Project 2,01,920 38,36,69,523Corporate Guarantee 35,00,00,000 NilAdvance for Investment in 15,00,00,000 NilEquity

34,06,87,674


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12 SRS I-Tech Pvt. Ltd. Investment in Shares 15,99,28,750 Nil

13 Haryana Infracon Pvt. Ltd. Land Holding Charges Paid 1,00,000 Nil

Closing Balance


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


Closing Balance


Advance Given for Projects 27,10,000 27,10,000

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

Purchase of Shares Nil 30,00,000


Closing Balance


16 SRS Retreat Services Ltd Investment In Share Capital Nil 9,14,05,000

Reimburse of expenses 3,32,615 5,06,518


Closing Balance


17 Anil Jindal Purchase of Shares Nil 46,50,000

Director's Remuneration Nil 10,00,000

Closing Balance

Director's Remuneration Nil 43,910

Payable

18 Rajesh Singla Purchase of Shares Nil 50,000

19 Nanak Chand Tayal Purchase of Shares Nil 50,000

20 Rajesh Mangla Director's Remuneration 7,15,253 Nil

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

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

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

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

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

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

26 SRS Entertainment & Rent Received 1,35,000 Nil

Retail Ltd.


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13. “Earning per Share”

14. Director's Remuneration:

,00,000

computed in accordance with Accounting Standard - 20 issued by the

Institute of Chartered Accountants of India.


(Rs.) (Rs.)

a) Numerator

Net Profit after taxation as per Profit & Loss A/C 3, 19,07,444 1, 60,45,364

b) Denominator:

Weighted average no. of shares outstanding for: 16,71,11,890 66,97,228

c) Face Value per Equity Share 1.00 10.00

d) Earning per Share: 0.19 2.40

- Basic & Diluted


Directors' Remuneration 7, 15, 253 10

Note :

15. Auditors remuneration (including service tax)


(Rs.) (Rs.)

Statutory Audit Fees 65,000 65,000

Tax Audit Fees 10,000 10,000

Total 75,000 75,000

a. Computation of net profit in accordance with relevant provisions of the Companies Act, 1956 has not been disclosed as no commission is payable to the Director.

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

16. Additional information pursuant to the provisions of para 3, 4C and 4D of part II of Schedule VI to

the Companies Act, 1956, as certified by the management (to the extent applicable):


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Details of Goods Purchased for Resale:

CLASS UNIT STOCK PURCHASE SALE CLOSING STOCK

CEMENT Bags 14800 (30.26) 5560 11.84 20360 42.39 Nil Nil Nil Nil Nil) (14800) (30.26)

IRON & Ton 51.99 17.82 21077.51 8332.61 20976.69 8421.81 152.80 51.93

(14800) (30.26) (Nil) (

STEEL Land (FSI) Sq. Feet 617944 2250.74 1449490 2812.04 2059330 5321.72 8104 26.55 (752295) (2302.66) (Nil) (Nil) (134351) (880.00) (617944) (2250.74)

Land Canal Nil Nil 10.7 16.88 10.7 160.08 Nil Nil (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil)

(Nil) (Nil) (702.90) (822.12) (650.93) ( 834.28) (51.99) (17.82)

QTY. AMT. QTY. AMT. QTY. AMT. QTY. AMT.

OF GOODS

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

18.Schedules A to X are annexed to and form an integral part of the Balance Sheet as at 31st March, 2009 and Profit & Loss accounts for the year ended on that date.

SIGNATURES TO SCHEDULES A to XAS PER OUR REPORT OF EVEN DATE ATTACHED.





M. No. 18730)





Dr. Anil Jindal


A S

N «

«

FA DR AI BDA

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INFORMATION PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1. Registration Detail

CIN L65910DL1990PLC040619 State Code 55

Balance Sheet date 31-Mar-09

II. Capital Raised during the year

Public Issue - Right Issue -

Bonus Issue - Private Placement 10,000

III. Position of Mobilisation and Deployment of Funds

Total Liabilities 2,065,531 Total Assets 2,065,531

Sources of Funds

Paid-up-Capital 176,016 Reserves & Surplus 1,171,561

(including Application Money)

Secured Loans 319,009 Unsecured Loans 398,944

Application of Funds

Net Fixed Assets 522,875 Investments 791,401

(including CWIP)

Net Current Assets 750,842 Misc Expenditure -

Deferred Tax Assets 413

IV. Performance of Company

Turnover 1,394,600 Total Expenditure 1,359,151

Other Income 14,261 Profit before Tax 49,710

Profit after Tax 31,907

Basic Diluted

Earnings per Share in Rs : 0.19 Earnings per Share in Rs : 0.19

Dividend Rate 0.10

V. Generic names of the Principal Products of Company

Item Code No.( ITC Code ) NIL

Product Description N.A.

37

(Rs. in thousands)


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M. No. 18730)

For and on behalf of the board



Dr. Anil Jindal

FINANCIAL STATEMENTS OFSRS REAL ESTATE LTD. - A SUBSIDIARY


INTRODUCTION

FINANCIAL RESULTS

Your Directors have pleasure in presenting the Fourth Annual Report of your Company along with the Audited Accounts of the Company for the period ended 31st March, 2009.

During the year under review, your Company registered a Net Profit after Tax of Rs.5, 735,659/- The Summary of the operating results is as under: -

FINANCIAL REVIEW

For the year under review, the Gross total income of your company stood at Rs.8095.76 Lac as against the previous years' Gross total income of Rs.12070.94 Lac. Profits before Interest, Financial Exp., Depreciation & Tax (PBIDT) for the Current Year are Rs.318.84 Lac while in the previous year it was Rs.660.06 Lac. Profit after Tax (PAT) in the previous year was Rs.202.79 Lac while in the year under review it stood at Rs.57.35 Lac.

DIRECTORS’ REPORT

Period ended Period endedParticulars

31.03.2009 31.03.2008

Gross Sales and other Income 809,576,839 1,207,094,318

Profit/(Loss) before Financial Expenses, 31,884,460 66,006,844

Depreciation and Tax

Interest and Financial Expenses 16,459,857 28,837,980

Profit before Depreciation & Tax 15,424,603 37,168,864

Depreciation 5,763,145 33,96,253

Profit before Tax 9,661,458 33,772,611

Provision for Tax

- Current 1,646,322 9,582,229

- Fringe Benefit Tax 714,914 1,113,002

- Deferred Tax 1,482,585 2,566,321

- Earlier Year 81,978 231,220

Profit after Tax 5,735,659 20,279,839

Appropriations :

Amount transferred to General Reserves 48,636,010 42,900,351

Earning Per Share (Rs.)

- Basic 1.61 5.87

- Diluted 1.36 5.78

(Amount in Rs.)

SRS REAL ESTATE LTD.


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HOLDING COMPANY

DIVIDEND

BOARD OF DIRECTORS

SRS Real Infrastructure Limited has acquired the 100% holding of your Company on 26th March, 2009 and therefore, your Company has become the Wholly Owned Subsidiary of 'SRS Real Infrastructure Limited'.

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

Sh. Sonu Goyal has resigned from the Directorship of the Company on 22.10.2008. The Board places on record its appreciation for the services rendered by Sh. Sonu Goyal during his tenure of directorship.

Sh. Tej Singh was appointed as an additional Director on 22.10.2008 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Naresh Goel has resigned from the Directorship of the Company on 01.11.2008. The Board places on record its appreciation for the services rendered by Sh. Naresh Goel during his tenure of directorship.

Sh. Mahender Singh was appointed as an additional Director on 02.03.2009 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Ramesh Kumar was appointed as an additional Director on 02.03.2009 to hold office upto the date of forthcoming Annual General Meeting. He is eligible for re-appointment. Notice under Section 257 of the Companies Act, 1956 has been received from a member intending to propose his appointment as Director of the Company at the Annual General Meeting.

Sh. Vinod Jindal was appointed as Managing Director and Sh. Bishan Bansal was appointed as Joint Managing Director of the Company w. e. f. 01.02.2009.

In accordance with the Articles of Association of the Company and in view of the provisions of Section 255 of the Companies Act, 1956, Dr. Anil Jindal, Sh. Rajiv Chandila and Sh. Anurag Aggarwal retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment.


(64)

REMUNERATION COMMITTEE

AUDITORS

AUDITORS' REPORT

FIXED DEPOSITS

PERSONNEL

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

During the year 2008-09, Remuneration Committee has been constituted in the Board Meeting held on 20th January, 2009 to review and approve the compensation package for senior management personnel including Managing Director and Whole-time Directors comprising of the following Directors: -

Sh. Anurag Aggarwal (Chairman)Sh. Brijesh KumarSh. Rajiv Chandila

During the year, the Remuneration Committee Meetings were held on 2nd February, 2009 & 12th February, 2009. Both the meetings were attended by all the members of the Committee.

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

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

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, 2009.

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

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

Foreign Exchange earning and outgo : Nil


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DIRECTORS' RESPONSIBILITY STATEMENT

ACKNOWLEDGEMENT

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

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

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

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

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

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

(Vinod Jindal)Managing DDIN : 00005563

irector

on behalf of the board For SRS Real Estate Ltd.

Place : New DelhiDate : 24.06.2009

(Rajesh Singla)Executive Director

DIN : 00009745

8


(66)

To,The Members ofSRS REAL ESTATE LIMITED,New Delhi.

1. We have audited the attached Balance Sheet of SRS REAL ESTATE LIMITED ('the Company') as at 31st March 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

(v) On the basis of written representations received from the directors, as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

AUDITORS’ REPORT

9


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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

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

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

For S S KOTHARI MEHTA & CO. Chartered Accountants

Yogesh K. Gupta (Partner) Membership No. 93214


10


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(As referred in paragraph 3 of our report to the members of SRS REAL ESTATE LIMITED on the accounts for the year ended 31st March 2009)

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

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

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

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

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

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

iii. (a) The company has granted loans to 5 companies covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs.3965.62 lacs and the year-end balance of loans granted to such parties was Rs. Nil.

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

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

(d) The Company had taken loan from 2 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1409.53 lacs and the year-end balance of loans taken from such parties was Rs. Nil.

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

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

ANNEXURE TO THE AUDITORS’ REPORT

11


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

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

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

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

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

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

vii. In our opinion, the Company has an internal audit system however the same need to be further strengthened to be commensurate with the size and nature of its business and activities,.

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

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

(b) According to the information and explanations given to us, except advance fringe benefit tax dues of Rs. 3.09 lacs, no other undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrear as at 31st March 2009 for a period of more than six months from the date they become payable.

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

x. The Company has not completed 5 years from its incorporation as it was incorporated on October 10, 2005. Therefore, the provisions of clause 4(x) of the Order are not applicable to the company.

12


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

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

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

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

xv. As per the information and explanations given to us, the Company has given corporate guarantee amounting to Rs. 3500 Lacs for loans taken by holding company from bank, the terms and conditions of the same are not, prima facie, prejudicial to the interest of the company.

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

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

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

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

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

For S S KOTHARI MEHTA & CO. Chartered Accountants



13


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BALANCE SHEETAS AT 31.03.09

SOURCES OF FUNDS


Share Capital 1 35,734,160 35,734,160

Share Application Money (Pending Allotment) 156,200,000 26,950,000

Reserves & Surplus 2 453,828,850 645,763,010 448,093,191 510,777,351

Loan Funds

Secured Loans 3 937,430,537 1,066,235,430

Unsecured Loans 4 688,543,160 1,625,973,697 256,412,779 1,322,648,209

Deferred Tax Liability (Net) 3,573,805 2,091,220

2,275,310,512 1,835,516,780


Fixed Assets

Gross Block 5 77,491,669 63,384,130

Less : Depreciation 11,195,541 4,901,493

Net Block 66,296,128 58,482,637

Capital Work in Progress - 66,296,128 712,435 59,195,072

Investments 6 572,164 1,031,883

Current Assets, Loans & Advances

Inventories 7 1,943,094,123 999,967,721

Sundry Debtors 8 562,888,189 463,591,003

Cash and Bank Balances 9 113,228,921 392,728,555

Other Current Assets 10 6,870,186 13,765,583

Loans & Advances 11 1,423,029,992 1,623,753,912

4,049,111,411 3,493,806,774


Liabilities 12 1,840,549,072 1,715,696,053

Provisions 13 120,119 2,820,896

1,840,669,191 1,718,516,949

Net Current Assets 2,208,442,220 1,775,289,825

2,275,310,512 1,835,516,780Significant Accounting Policies & 22Notes to accountsThe Schedules referred to above & notes to accounts form an integral part of Financial Statements.AS PER OUR REPORT OF EVEN DATE ATTACHED

(Amount in Rs.)


31.03.2009AS AT

31.03.2008

(Mamta Rastogi)Company Secretary

M. No. 20783


irector

For S S KOTHARI MEHTA & CO. For and on behalf of the boardChartered Accountants




DIN : 00009745



(72)

PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31.03.2009

INCOME Operating Income 14 782,393,640 1,189,769,527Other Income 15 27,183,199 33,544,123Increase/ (Decrease) Inventorie 16 - (16,219,332)

Total 809,576,839 1,207,094,318

EXPENDITURE

Cost of Construction / Projects 17 737,369,048 1,077,115,351

Purchases of Land and Office sapce for resale - 4,000,169

Employee Cost 18 11,387,037 16,304,212

Administration & other Cost 19 16,662,863 18,488,329

Selling Cost 20 12,273,431 25,179,413

Finance Cost 21 16,459,857 28,837,980

Depreciation 5 5,763,145 3,396,253

799,915,381 1,173,321,707

PROFIT BEFORE TAX 9,661,458 33,772,611

PROVISION FOR TAXATION

- Current Tax 1,646,322 9,582,229

- Deferred Tax 1,482,585 2,566,321

- Fringe Benefit Tax 714,914 1,113,002

- Earlier Year 81,978 231,220

3,925,799 13,492,772

PROFIT AFTER TAX 5,735,659 20,279,839Balance brought forward from previous year 42,900,351 22,603,583Retirement benefits adjustment (Net of deferred tax) - 16,929

Balance Carried to Balance Sheet 48,636,010 42,900,351

of

(Amount in Rs.)


31.03.2009AS AT

31.03.2008

EARNING PER SHARE (Face Value Rs. 10. each)- Basic 1.61 5.87

- Diluted 1.36 5.78

Significant Accounting Policies & Notes to Account 22

The Schedules referred to above and notes to accounts form an integral part of the Financial Statements.

AS PER OUR REPORT OF EVEN DATE ANNEXED


M. No. 20783


irector





DIN : 00009745

15

in s


(73)


CASH FLOW STATEMENTFOR THE YEAR ENDED 31.03.2009


Net Profit Before Tax (as per Profit & Loss Account) 9,661,458 33,772,611

Adjustment For :

Depreciation 6,294,048 3,829,270

Interest Paid 229,683,913 102,341,160

Loss on sale of Fixed Assets - 143,892

Balance w/off 1,100,000 -

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

Exchange Rate Fluctuation 1,470,000 -

Provision for diminution in the value of Investment 459,719 18,117

Interest Received (23,360,566) (30,936,450)

Operating Profit Before Working Capital Change 225,308,572 108,072,003

Adjustment for :

Trade and other Receivable 100,326,734 (814,178,849)

Inventories (943,126,402) 204,984,421

Trade Payable and Other Liabilities 124,241,135 (170,115,277)

Cash Generated From Operations (493,249,961) (671,237,702)

Direct Taxes Paid (4,713,162) (21,217,119)

Net Cash From Operating Activities (A) (497,963,123) (692,454,821)

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (13,395,104) (35,418,539)

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

Purchases of Investments - (5,664,800)

Sales of Investments - 9,359,197

Interest Received 30,255,963 22,827,034

Net Cash Used in Investing Activities (B) 16,860,859 (7,584,572)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from long term Borrowings 23,912,422 537,994,203Repayments of Long Term Borrowings (42,051,762) (6,907,919)Proceed from Short Term Borrowing (Net) 232,283,165 254,335,327Proceeds From Issue of Shares 129,250,000 34,566,800Interest Paid (141,791,195) (75,438,089)

Net Cash Used in Financing Activities (C) 201,602,630 744,550,322

Net Increase in Cash and Cash Equivalent (A+B+C) (279,499,634) 44,510,929

Cash & Cash Equivalent at the beginning of the year 392,728,555 348,217,626Cash & Cash Equivalent at the end of the Year 113,228,921 392,728,555

Net increase in Cash and Cash Equivalents (279,499,634) 44,510,929

Sr. No. Particulars 31-Mar-09 31-Mar-08

(Amount in Rs.)

AS PER OUR REPORT OF EVEN DATE ATTACHED


M. No. 20783


irector





DIN : 00009745

16


(74)


SCHEDULES TO THE FINANCIAL STATEMENTS

SCHEDULE - 1

SHARE CAPITAL

AUTHORISED :

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

(Previous Year 1,50,00,000 Equity Shares of Rs.10/- Each)

ISSUED, SUBSCRIBED & PAID UP

35,73,416* Equity Shares of Rs. 10/- each fully paid up 35,734,160 35,734,160

(Previous Year 35,73,416 Equity Shares of Rs.10/- Each Fully Paid up) 35,734,160 35,734,160

(*35,73,416 (Previous Year 27,03,336) Equity Shares held by holding company SRS Real Infrastructure Ltd.

SCHEDULE - 2RESERVES & SURPLUS

Share Premium

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

Addition during the year - 27,466,600

Balance at the end of the year 405,192,840 405,192,840

Profit & Loss Account 48,636,010 42,900,351

453,828,850 448,093,191

SCHEDULE - 3

SECURED LOANS

From Banks:

Term Loans 581,504,227 591,334,989

Vehicle Loans 7,047,439 13,886,017

Cash Credit Facilities 292,841,192 206,169,715

Bank Overdraft 56,037,679 254,844,709

937,430,537 1,066,235,430

a) Term Loan from Punjab National Bank is secured by Equitable Mortgage of project properties at Sector- 6, Palwal and all present and future construction and development work thereon and 1st charge of all the fixed assets of the company including WIP, all current assets including receivable and personal guarantee of the directors.

b) Term Loan from Union Bank of India is secured by Equitable Mortgage of Land admeasuring 15.061 acres in Nehar Par area at Sector 88, Baselwa, Faridabad and present and future construction and development work thereon and personal guarantee of the directors.

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

d) CC limit from State Bank of India against the Equitable Mortgage of part project Land comprising Khewat Khata No. 173/205, 80/95, 312/375, 326/392, 169/198, 202/242 and building to be built on it and personal guarantee of Directors of the company & Mr. Anil Jindal, Main Promoter of SRS Group and Corporate Guarantee of SRS Real Infrastructure Ltd.

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

[Amount repayable within one year Rs. 2,91,20,153/- (Previous Year Rs. 6, 29,56, 632/-]

SCHEDULE - 4

UNSECURED LOANS

From bodies corporate 2,529,775 2,972,449

Deferred payment credits for EDC 577,136,810 232,275,418

Interest on EDC Accrued and due 108,876,575 21,164,912

688,543,160 256,412,779

[Amount payable within one year is Rs.40,59,78,060 (Previous year Rs.6,77,54,000)]

150,000,000 150,000,000

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008

17


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(76)

SR

S R

EA

L E

ST

AT

E L

TD

.

SCHEDULE - 6

INVESTMENTS

Current, non - trade, quoted

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

Birla Sunlife Mutual Fund - 4889.976 (PY 4889.976) of Rs.10/- each 50,000 50,000

1,050,000 1,050,000

Less : Provisions for diminution in the value of investment 477,836 18,117

572,164 1,031,883

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

Aggregate amount of unquoted investments - -

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

Market Value of quoted investment 572,164 1,031,883

SCHEDULE - 7

INVENTORIES

(As taken, Valued & Certified by the Management)

Building Material at Site - 127,717,500

Projects in progress (refer schedule no. 17) 1,943,094,123 872,250,221

1,943,094,123 999,967,721

SCHEDULE - 8

SUNDRY DEBTORS

(Unsecured, considered good)

i. Debts outstanding for a period exceeding six months 89,726,909 63,542,825

ii. Others 473,161,280 400,048,178

562,888,189 463,591,003

SCHEDULE - 9


Cash in Hand 8,767,095 20,152,778

Balance with scheduled banks :

- in current accounts 538,343 53,366,780

- in deposit account* 103,923,483 319,208,997

113,228,921 392,728,555

*Fixed deposit aggregating to Rs.1039.23 Lacs (previous year Rs.2802.44 Lacs) have been pledged with banks for bank overdraft and bank guarantee.

SCHEDULE - 10


Interest accrued on Fixed Deposits 6,870,186 13,765,583

6,870,186 13,765,583

SCHEDULE - 11

LOANS & ADVANCES

(Unsecured, Considered Good, unless otherwise stated)Loan to bodies corporate - 16,966,428Advance for future projects 1,280,285,088 1,209,320,228Advances to Suppliers 103,632,334 116,629,438Advances recoverable in cash or in kind or for value to be received 39,112,570 280,837,818

1,423,029,992 1,623,753,912

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008

19



(77)


SCHEDULE - 12

CURRENT LIABILITIES

Advance from Customers 1,684,981,917 1,671,264,650

Sundry Creditors

a) Due of Micro & Small Enterprises - -

b) Due of Creditors other than Micro & Small Enterprises 122,992,745 19,131,140

Security Deposit 12,622,597 5,452,595

Bank Overdrawn 953,841 -

Other Liabilities 4,004,854 5,035,605

Interest accrued but not due 14,993,118 14,812,063

1,840,549,072 1,715,696,053

SCHEDULE - 13

PROVISIONS

Provision for Taxation (Net of Advance Tax & TDS of Rs. 2,70,82,220/-, PY 91,736 2,361,684

Rs.2,26,99,438/-)

Provision for Gratuity & Leave Encashment 28,383 459,212

120,119 2,820,896

SCHEDULE - 14

OPERATING INCOME

Sale of Constructed Properties 782,393,640 1,139,355,815

Sale of Properties - 32,937,985

Commission Income (Gross) - 17,475,727

(Tax deducted at source Rs. NIL (PY Rs.19,80,000/-)

782,393,640 1,189,769,527

SCHEDULE - 15

OTHER INCOME

Interest received (Gross) :

- Deposits with Bank 11,622,649 17,888,894

(Tax deducted at source Rs.14,66,112/- (PY Rs.40,11,842/-)

- Others 11,737,917 13,047,556

(Tax deducted at source Rs.7,90,888/- (PY Rs.41,07,713/-)

Rent Received 240,000 180,000

Misc. Income 3,582,633 1,331,076

Profit on sale of Current Investment (net) - 1,096,597

27,183,199 33,544,123

SCHEDULE - 16

INCREASE/(DECREASE) IN INVENTORIES

Opening Stock - 16,219,332

Closing Stock - -

- (16,219,332)

SCHEDULE - 17

COST OF CONSTRUCTION / PROJECTS

Balance as per last year 872,250,221 1,132,794,353

Add: incurred during the year

Cost of land 584,534,097 -

Amount paid to collaborators 106,440,000 7,247,812

Govt. Charges 358,561,525 4,407,472

Building Material Consumed 353,047,025 402,330,334

Construction Cost 138,494,158 303,577,726

Employee Cost 7,489,415 1,565,165

Administration and other cost 4,548,461 2,770,491

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008

20



(78)



Selling Cost 41,343,310 20,736,022

Finance Cost 213,224,056 73,503,180

2,680,463,171 1,949,365,572

Less :

-Cost of Projects charged to Profit & Loss a/c 737,369,048 1,077,115,351

Balance Carried to Balance Sheet 1,943,094,123 872,250,221

SCHEDULE - 18

EMPLOYEE COST

Salaries, Wages, Allowances and bonus 14,407,518 13,658,664

Directors Remuneration 2,431,408 1,854,000

Contribution to Provident fund & other funds 1,201,321 1,198,841

Provision for Employee’s benefits 189,045 325,333

Staff Welfare Expenses 647,160 832,539

18,876,452 17,869,377

Less : Allocated to Projects 7,489,415 1,565,165

11,387,037 16,304,212

SCHEDULE - 19

ADMINISTRATION AND OTHER COST

Rent 5,581,850 4,323,600

Rates & Taxes 34,788 41,483

Insurance 602,638 207,898

Repairs and Maintenance - others 1,157,093 2,933,979

Electricity & water expenses 501,412 534,064

Vehicle running & maintenance 909,093 924,930

Legal & Professional Charges 3,508,393 4,331,242

Auditors Remuneration 661,800 561,800

Computer Expenses 116,672 135,507

Travelling & Conveyance 1,908,969 2,986,310

Printing & Stationery 676,481 1,081,428

Postage, Telegram & Telephone 1,353,193 1,192,018

RoC Expenses 36,200 -

Security & Housing Keeping 778,406 786,019

Provisions for diminution in the value of investment 459,719 18,117

Donation 57,801 562,501

Exchange Rate Fluctuation 1,470,000 -

Balances w/off 1,100,000 -

Loss on Sale of Fixed Assets - 143,892

Other Expenses 296,816 494,032

21,211,324 21,258,820

Less : Allocated to projects 4,548,461 2,770,491

16,662,863 18,488,329

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008

21



(79)


SCHEDULE - 20

SELLING COST

Business Promotion 457,713 1,045,258

Commission 10,386,398 20,736,022

Advertisement & Publicity 33,835,954 8,868,156

Premium on buy back of flats 8,936,676 15,265,999

53,616,741 45,915,435


12,273,431 25,179,413

SCHEDULE - 21

FINANCE COST

Bank Interest on :

- Term Loan 78,240,831 31,380,885

- CC & Overdraft 46,576,525 18,393,944

- Others 87,570,039 42,937,460

Interest to others 10,789,077 9,628,871

Bank & other Financial Charges 6,507,441 -

229,683,913 102,341,160


16,459,857 28,837,980

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008

22



(80)


SCHEDULE 22:

Significant Accounting Policies and Notes to Accounts for the year ended 31st March 2009



2. Use of Estimates


The financial statements are prepared under historical cost convention on accrual basis and in accordance with the requirement of the Companies Act, 1956 and in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the said Act. The accounting policies, except otherwise, stated have been consistently applied by the company.

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

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

Sale of developed plots are recognized on the basis of “Percentage of Completion method”. The revenue is recognized in proportion to the actual cost incurred as against the total estimated cost subject to such actual cost being 50% or more of the total estimated cost.


3.2. Sale of undeveloped land, plots and other properties are recognized in the financial year in which the transfer is made by agreement to sell/registration of sale deed or otherwise in favour of parties.



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

23


(81)


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


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











6. Borrowing Cost


8. Investments

24


(82)

9. Inventories

10. Taxation

Current Tax:

Deferred Tax:

Fringe Benefit Tax:


Inventories are valued as under: -

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


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


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

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


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




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

25


(83)

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


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






26


(84)


1. Contingent Liabilities not provided for in respect of:

Particulars As at 31.03.2009 As at 31.03.2008(Rs.)(Rs.)

Outstanding Bank Guarantees

Corporate Guarantee on behalf of HoldingCompany

Other

23,50,25,000

35,00,00,000

70,99,085

16,63,00,000

Nil

91,99,085

ParticularsAs at 31.03.2009 As at 31.03.2008

(Rs.)(Rs.)


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

4. Loans & Advances includes amount due from private companies in which director(s) is a director or member-Rs. Nil (Previous year Rs. 3,12,000/-).

5. Total turnover of the company is net of sales return of Rs.29.66 crores (Previous year Rs. Nil)



In view of the Accounting Standard-AS 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India, the deferred tax assets/liabilities as at 31st March 2009 comprise of the following major components :

Fixed Assets 38,06,677 23,75,082Deferred Tax Liabilities (A) 38,06,677 23,75,082Preliminary Expenses allowable u/s 35D 60,809 1,21,618Provision for Gratuity & Leave Encashment 9,647 1,56,086Provisions for diminution in the value of investment 1,62,416 6,158Deferred Tax Assets (B) 2,32,872 2,83,862Net Deferred Tax Liability/(ASSETS) (A-B) 35,73,805 20,91,220

27


(85)

Particulars

Fair value of plan assets at the beginning of the year - - - -Acquisition adjustment - - - -Expected return on plan assets - - - -Contributions - - 6,02,861 -Benefits Paid - - - -Actuarial gain/(loss) on plan assets - - 45,784 -Fair value of plan assets at the end of the period - - 6,48,645 -


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


Net employee benefit expense (recognized in the Statement of Profit & Loss for the year ended March 31, 2009).

Net Asset / (Liability) recognized in the Balance Sheet as on March 31, 2009

Changes in the Fair value of plan assets :

ParticularsGratuity(Funded)

Earned Leave(Unfunded)

Current Service Cost 1,36,147 1,57,309 1,74,403 1,25,934Interest Cost 17,572 5,269 14,573 5,442Expected return on plan assets - - - -Past Service Cost - - - -Actuarial (gain) / loss recognized in the year (1,06,958) 22,585 (46,692) 8,794Net benefit expense 46,761 1,85,163 1,42,284 1,40,170

2008-09 2007-08 2008-09 2007-08



Present Value of Defined Benefit Obligationas on 31-03-09 2,80,771 2,51,023 3,96,257 2,08,189Fair Value of Plan Assets - - 6,48,645 -Net Asset / (Liability) recognized in theBalance Sheet (2,80,771) (2,51,023) 2,52,388 (2,08,189)

2008-09 2007-08 2008-09 2007-08

Gratuity(Funded)


2008-09 2007-08 2008-09 2007-08

(Amount in Rs.)

28


(86)

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

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



Present Value of Defined Benefit Obligation

at the beginning of the year 2,51,023 65,860 2,08,189 68,019

Interest Cost 17,572 5,269 14,573 5,442

Current Service Cost 1,36,147 1,57,309 1,74,403 1,25,934

Benefits Paid (17,013) - - -

Actuarial (gain) / loss on obligation (1,06,958) 22,585 (908) 8,794


at the end of the year 2,80,771 2,51,023 3,96,257 2,08,189

2008-09 2007-08 2008-09 2007-08



Discount Rate (based on the market yields available on Government bonds at theaccounting date with term that matches thatof the liabilities 7.00% 8.00% 7.00% 8.00%

Salary increase (taking into account inflation,seniority, promotion and other relevantFactor) 4.50% 5.50% 4.50% 5.50%

Rate of Return on Plan Assets NA NA NA NA

Average Outstanding Service of EmployeesUpto Retirement (years) 29.33 30.25 28.65 30.25

2008-09 2007-08 2008-09 2007-08

Contribution to Defined Contribution Plans:

2008-09 2007-08

AmountParticulars

Amount

10,36,542 8,67,211Provident fund


The Company is primarily engaged in the business of promotion, construction, development of integrated townships, and residential and commercial complexes in the various parts of the country, which as per Accounting Standard-17 on “Segment Reporting” is considered to be the only reportable business segment. The Company is operating in the same geographical segment.

29


(87)


As per Accounting Standard-18 issued by the Institute of Chartered Accountants of India, the Company's related parties and transactions are disclosed below:

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

1) Holding Companyi. SRS Real Infrastructure Ltd. (from 21-1-2008)

2) Fellow Subsidiaries

i. Akriti Realtech Pvt Ltd

ii. Bhavani Realbuild P. Ltd.

iii. Bright Infrabuild Pvt. Ltd

iv. Dimension Infrastructure Pvt. Ltd

v. Haryana Infracon Pvt. Ltd

vi. Mehar Builders Pvt. Ltd

vii. Modern Ashiana Builders Pvt. Ltd

viii. Mounthill Builders Pvt. Ltd

ix. Rebnoor Infrabuild Pvt. Ltd

x. Skyhigh Colonizers Pvt. Ltd

xi. Dawn Developers Pvt. Ltd.

xii. Glory Buildcon Pvt. Ltd.

xiii. SRS Retreat Services Ltd.

xiv. Jyotirmay Housing Pvt. Ltd

xv. SRS I-Tech Pvt. Ltd.

Note: Companies from i to xiii above were subsidiary companies upto 14.12.2007 and xiv upto 28.12.2007.

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


i. Dr. Anil Jindal - Chairman (from 01.04.08)

ii. Mr. Vinod Jindal - Managing Director (from 01.02.09) & Executive Director

(upto 31.01.09)

iii. Mr. Bishan Bansal - Joint Managing Director (from 01.02.09)

iv. Mr. Rajesh Singla - Executive Director

V. Mr. Nanak Chand Tayal - Executive Director

30


(88)

S.No.

Name of the Party Nature of Transaction2008-09

Amount (Rs.)2007-08

(Amount Rs.)

1. Akriti Realtech Pvt. Ltd. Advance Give for Land Nil 1,00,000

2. Bhavani Realbuild Pvt. Ltd. Advance Given for Land Nil 1, 00, 000

3. Bright Infrabuild Pvt. Ltd Advance Given for Land Nil 5, 51, 00, 000

4. Dimension Infrastructure

Pvt Ltd Advance Given for Land Nil 1, 00, 000

5. Haryana Infracon Pvt. Ltd Advance Given for Land Nil 35, 000

Advance Recd from Customer Nil 2, 22, 10, 000

Closing Balance:

Loans & Advance given 2, 22, 10, 000 2, 22, 10, 000

6. Jyotirmay Housing Pvt Ltd Investment in Equity Shares Nil 200

7. Skyhigh Colonizers Pvt Ltd Payment for Collaboration Nil 5, 16, 50, 000

Advance Given for Land Nil 7, 21, 52, 500

8. SRS Retreat Services Ltd. Advance Given for Land Nil 2, 00, 000

c. Transactions with related Parties


i. SRS Retreat Services Ltd.*

ii. SRS Tours and Travels Pvt. Ltd.*

iii. SRS Promoters Pvt. Ltd *

iv. SRS Realtech Pvt. Ltd *

v. SRS Developers Pvt. Ltd *

vi. SRS Realbuild Pvt. Ltd *

vii. SRS Manufacturers Pvt. Ltd. *

viii. Glory Buildcon Pvt. Ltd. *

ix. SRS Housing Finance Ltd. (Formerly known as BTL Commercial Ltd.)

x. SRS Buildcon Pvt. Ltd.

xi. SRS Entertainment & Retail Ltd.

* Related party relationship with these companies has ceased to exist during the financial year.

3) Relatives of KMP

i. Ms. Shalini Jindal


(89)

13. Mr. Bishan Bansal Director Remuneration 1,40,123 Nil

14. Dawn Developers Pvt. Ltd. Advance Given for Land Nil 15, 50, 000

Investment in Equity Shares Nil 99, 800

15. Glory Buildcon Pvt. Ltd. Investment in Equity Shares Nil 99, 800

Advance Given for Land Nil 18, 45, 000

16. SRS Real Infrastructure Ltd. Loan Given 34, 06, 87, 674 22, 14, 85, 000

Interest recd on Loan 34,90,238 11, 62, 085

Commission on Flat Booking Nil 4, 68, 000

Purchase of Land (FSI) 53,27,96,733 Nil

Commission received Nil 1,74,75,727

Sale of Investment Nil 54, 15, 000

Purchase of Material Nil 63, 88, 164

Rent Received 60,000 50, 000

S.No.


Amount (Rs.)2007-08

(Amount Rs.)

9. SRS Entertainment & Office Rent and other expenses paid 43,46,138 43, 23, 600 Retail Ltd.

Advance Recd for Flats Booking 2,95,70,104 78, 20, 72, 280

Purchase of Goods/Material Nil 5, 48, 570

Display Charges Paid

(excluding service tax) 2,58,00,000 NIL

Advance Recd for Flat Booking

and returned 5,15,51,917 16, 27, 27, 429

Loans and Advance taken 31,62,14,063 NIL

Loans and Advance given 56,93,83,353 NIL

Interest paid on Loans and Advances 25,64,815 NIL

Closing Balance:

Advance Recd for Flats Booking 81,16,42,384 78, 20, 72, 280

Sundry Creditor 2,88,411 3,13,464

10. Mr. Rajesh Singla Director Remuneration 6,03,984 6, 00, 000

11. Mr. Nanak Chand Tayal Director Remuneration 6,03,984 6, 00, 000

12. Mr. Vinod Jindal Director Remuneration 12,13,175 6, 00, 000


(90)

S.No.


Amount (Rs.)2007-08

(Amount Rs.)

Advance Given for Land 50,21,356 44,00,14,301

Share Application Money received 15,00,00,000 Nil

Customer Advance of Project

transferred 9, 75, 51, 960 Nil

Reimbursement of Expenses 11, 81, 360 Nil

Corporate Guarantee 35,00,00,000 Nil

Closing Balance :

Loan Given Nil 1, 69, 66, 428

Corporate Guarantee 35,00,00,000 Nil

Advance Given for Land 2,01,920 13,26,30,478

17. SRS Tours and Travels Pvt. Ltd. Commission on Flat Booking Nil 2, 80, 800

18. SRS Promoters Pvt. Ltd Commission on Flat Booking Nil 4, 21, 200

19. SRS Realtech Pvt. Ltd Commission on Flat Booking Nil 3, 74, 400

20. SRS Developers Pvt. Ltd Commission on Flat Booking Nil 2, 34, 000

21. SRS Realbuild Pvt. Ltd Commission on Flat Booking Nil 4, 21, 200


S.No.


Amount (Rs.)2007-08

(Amount Rs.)

22. SRS Manufacturers Pvt. Ltd. Commission on Flat Booking Nil 2, 80, 800

23. Shalini Jindal Professional Charges 3,60,000 3, 60, 000

24. SRS Housing Finance Ltd. Share Application received and

(Formerly known as returned back 42,10,000 NilBTL Commercial Ltd.)

Reimbursement of Expenses 2,47,169 Nil

25. SRS Buildcon Pvt. Ltd. Reimbursement of Expenses 30,900 Nil

Advance Given and received back 40,24,030 Nil

26. Daksh Developers Pvt. Ltd. Commission on flat booking Nil 5,61,600

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

(91)

12. Details of Investment purchased and sold during the year:

Investment in Shares (unquoted, non-trade, Long term investment)

Name of Company Number ofShares

Purchase Value (Rs.)

SalesValue (Rs.)

Dawn Developers Pvt Ltd. Nil Nil Nil

(9, 980) (99, 800) (99, 800)

Glory Buildcon Pvt. Ltd Nil Nil Nil

(9, 980) (99, 800) (99, 800)

Jyotirmay Housing Pvt. Ltd. Nil Nil Nil

20 200 200

SRS Real Infrastructure Ltd Nil Nil Nil

72, 200 54, 15, 000 54, 15, 000

Note: Figures in brackets are for previous year.


(Rs.) (Rs.)Particulars

57,35,659 2,02,79,839

42,08,057 35,08,04635,73,416 34,54,648

a) Numerator :Net Profit after taxation as per Profit & Loss A/C

b) Denominator :Weighted average no. of equity shares outstanding for : - Basic - Diluted

1.611.36

5.875.78

c) Earning per share (EPS) (Face Value of Rs.10 each) : - Basic - Diluted

2008-09 2007-08

13. Directors Remuneration:

2008-09 2007-08Particulars

Directors' Remuneration 24,31,408 18,00,000Contribution to PF 1,29,858 NilDirectors' Sitting Fee Nil 54,000

(92)

Note :

a. Computation of net profit in accordance with relevant provisions of the Companies Act, 1956 has not been disclosed as no commission is payable to the Director.

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


(Rs.)2008-09

(Rs.)2007-08

Particulars

5,51,5001,10,300

6,61,800

4,77,53084,270

5,61,800

Statutory Audit FeesTax Audit Fees

Total

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

a. Details of Goods Purchased for Resale:

Classof

GoodsUnits

Opening Stock Purchase Sale Closing Stock

Qty. Amount Qty. Qty. Qty.Amount Amount Amount

Land Acre Nil(0.61)

Nil(41,00,000)

Nil(0.20)

Nil(30,45,319)

Nil(0.81)

Nil(2,04,37,985)

Nil.(Nil)

Nil(Nil)

OfficeSpace

Sq.Ft Nil(722.00)

Nil(1,21,19,332)

Nil(Nil)

Nil(9,54,850)

Nil(722)

Nil(1,25,00,000)

Nil(Nil)

Nil(Nil)

Note : Figures in brackets are for previous year.

b. Details of Stocks, Purchases and Consumption of Land and Building Material :

35


Iron & Steel M.T. 3589 1155.79 4756.72 1955.38 8345.72 3111.17 - -

(1844) (559.38) (10169 ) (3609.07) (8424) (3012.66) (3589) (1155.79)

Cement Bags 50285 121.38 137972 291.04 188257 412.42 - -

- - (479652) (1081.21) (429367) (959.83) (50285) (121.38)

Others Material* - - - 6.88 - 6.88 - -

- - - (50.82) - (50.82) - -

Particulars Units

Opening Stock

Qty. Amt. In Lacs

Purchase Consumed/Issued to Contractor

Closing Stock

Qty. Amt. In Lacs

Qty. Amt. In Lacs

Qty. Amt. In Lacs

(93)


M. No. 20783


irector





DIN : 00009745

36


(94)

c. Details of imported and indigenous materials consumed:

16. However, previous period figures have been regrouped / rearranged and reclassified wherever necessary.

17. All amounts in the financial statements are presented in Rupees and rounded off to nearest rupee.

18. Schedule 1 to 22 are annexed to and form an integral part of the Balance Sheet as at 31st March, 2009 and Profit & Loss accounts for the year ended on that date.

SIGNATURES TO SCHEDULES 1 TO 22

As per our report of even date attached.

Current Year

(Rs. in Lac)%

Previous Year

(Rs. In Lac)%

Indigenous

Imported

3530.47

-

100%

-

4023.22

-

100%

-

Note :

*Quantitative information is not possible due to dealing in numerous different units of measurement.

Figures in brackets are for previous year.

INFORMATION PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1. Registration Detail

Registration No. U45201DL2005PLC141647 State Code 55

Balance Sheet date 31-Mar-09

II. Capital Raised during the year

Public Issue NIL Right Issue NIL

Bonus Issue NIL Private Placement 0

III. Position of Mobilisation and Deployment of Funds

Total Liabilities 2,275,311 Total Assets 2,275,311

Sources of Funds

Paid-up-Capital 191,934 Reserves & Surplus 453,829

(including Application Money)

Secured Loans 937,431 Unsecured Loans 688,543

Deferred Tax Liability 3,574

Application of Funds

Net Fixed Assets 66,296 Investments 572

(including CWIP)

Net Current Assets 2,208,443 Misc Expenditure 0

IV. Performance of Company

Turnover 782,394 Total Expenditure 799,915

Other Income 27,182 Profit before Tax 9,661

Profit after Tax 5,736

Basic Diluted

Earnings per Share in Rs : 1.61 Earnings per Share in Rs : 1.36

Dividend Rate 0

V. Generic names of the Principal Products of Company

Item Code No.( ITC Code ) NIL

Product Description N.A.


M. No. 20783


irector

For and on behalf of the board



DIN : 00009745

37

(Rs. in thousands)


(95)


CONSOLIDATED FINANCIALSTATEMENTS

The Board of Directors,SRS Real Infrastructure Limited

1. We have audited the attached Consolidated Balance Sheet of SRS Real Infrastructure Limited ('the Company') and its Subsidiaries, collectively referred to as the “the Group”, as at 31st March 2009, the Consolidated Profit & Loss Account and Consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

3. We did not audit the financial statements of one Subsidiary, whose financial statements reflects total assets of Rs. 41,159.79 lacs as at 31st March 2009 and the total revenues of Rs. 8,095.77 lacs for the year ended on that date. These financial statements have been audited by other auditor whose report has been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of Subsidiary, is based solely on the report of the other auditor.

4. We report that the Consolidated Financial Statements have been prepared by the Company's management in accordance with the requirements of Accounting Standards on “Consolidated Financial Statements” (AS-21) issued by the Institute of Chartered Accountants of India.

5. Based on our audit as aforesaid, in our opinion and to the best of our information and according to the explanations given to us, the attached consolidated financial statements give a true & fair view in conformity with the accounting principles generally accepted in India :

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2009;

(ii) in case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the Group for the year ended on that date; and

(iii) In the case of Consolidated Cash Flow Statement, of consolidated cash flows of the Group, for the year ended on that date.

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS






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CONSOLIDATED BALANCE SHEETAS AT 31st MARCH, 2009

SOURCES OF FUNDS


Share Capital A

Reserves & Surplus B 1,180,610,650 1,356,626,650 952,305,798 1,118,321,798

Minority Interest - 117,570,046

Loan Funds

Secured Loans C 1,256,439,726 1,124,194,254

Unsecured Loans D 1,087,637,610 2,344,077,336 256,412,779 1,380,607,033

Deferred Tax Liability (Net) 3,426,387 2,227,401

3,704,130,373 2,618,726,278


Fixed Assets E

Gross Block 428,246,876 247,756,527

Less : Depreciation 11,917,430 5,006,954

Net Block 416,329,446 242,749,573

Capital Work in Progress 502,119,560 918,449,006 77,789,845 320,539,418

Investments F 2,593,164 1,031,883

Current Assets Loans & Advances

Inventories G 2,747,021,756 1,834,521,977

Sundry Debtors H 794,803,558 478,293,679

Cash and Bank Balances I 222,802,063 462,184,511

Loans & Advances J 1,805,340,492 1,486,409,896

Other Current Assets K 14,824,552 24,829,693

5,584,792,421 4,286,239,757


Current Liabilities L 2,765,568,139 1,975,332,577

Provisions M 36,136,079 13,810,162

2,801,704,218 2,783,088,203 1,989,142,739 2,297,097,017

Net Current Assets

Miscellaneous Expenditure N - 57,9603,704,130,373 2,618,726,278

Significant Accounting Policies & WNotes to the accountsThe Schedules referred to above form an integral part of Financial StatementsAS PER OUR REPORT OF EVEN DATE ANNEXED

176,016,000 166,016,000

Amount in Rs.


31.03.2009AS AT

31.03.2008

Rajesh Mangla(Wholetime D

DIN - 00005669irector)


M. No. 18730)




Dr. Anil Jindal(Chairman & M.D.

DIN - 00005585)



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(97)

CONSOLIDATED PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2009

INCOME Operating Income O 1,646,256,337 1,354,582,364Other Incomes P 40,853,958 36,572,662Increase/ (Decrease) of Inventory Q 912,499,777 (44,261,000)

2,599,610,072 1,346,894,026

EXPENDITURE

Cost Incurred on Projects R 1,630,847,612 1,073,458,091

Purchases 837,632,996 85,238,695

Direct Expenses 730,216 29,381,489

Personnel Expenses S 16,936,930 21,134,157

Office & Administration Expenses T 23,801,147 20,130,089

Financial Expenses U 21,043,644 29,693,282

Marketing & Selling Expenses V 13,456,463 37,375,595

Depreciation 6,272,568 3,499,914

2,550,721,576 1,299,911,312

PROFIT BEFORE TAX 48,888,496 46,982,714

Less : Provision for Tax

Current 19,178,610 16,639,140

Deferred 1,165,558 2,707,752

FBT 825,164 1,169,829

MAT Credit (9,536) -

Earlier Years 562,330 -

Profit after tax but before minority interst 27,166,370 26,465,993

Minority Interest - 4,932,115

Profit after tax and minority interest 27,166,370 21,533,878

Brought forward Balance of Profit & Loss A/c 13,084,329 7,508,989

Capital reserve/Goodwill adjustment on new investments in subsidiaries - 6,171,826

Adjustment for retirement benefits - 16,929

40,250,699 22,887,970

APPROPRIATION

Proposed Dividend 17,601,600 8,036,674

Final Dividend* 11,885,246 -

Dividend Distribution Tax 5,011,289 1,365,833

Transfer to General Reserves 560,462 401,134

Amount Carried to Reserves & Surplus 5,192,102 13,084,329

*Additional Dividend declared and paid for F.Y. 2007-08

EARNING PER SHARE

Face Value of equity shares 1.00 10.00

Basic & Diluted 0.16 3.22

Significant Accounting Policies & Notes to the Accounts W

The Schedules referred to above form an integral part of Consolidated Financial Statements

(Amount in Rs.)


31.03.2009AS AT

31.03.2008




M. No. 18730)





DIN - 00005585)



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(98)


A S

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FA DR AI BDA




M. No. 18730)





DIN - 00005585)

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED AT 31st MARCH, 2009


Net Profit Before Tax (as per Profit & Loss Account) 48,888,496

Adjustment For :

Depreciation 6,912,276

Provision for diminution in the value of Investment 459,719

Preliminary Expenses written off 57,960

Exchange Rate Fluctuation 1,470,000

Investment Allowance Reserve (1,999,220)

Balance written off 1,100,000

Loss on sale of Fixed Assets 105,480

Interest Paid 320,062,688

Interest Received (23,751,572)

Operating Profit Before Working Capital Change 353,305,827

Adjustment For:

Trade and Other Receivable (710,488,703)

Inventories (912,499,778)

Trade Payable and Other Liabilities 771,829,514

Cash Generated From Operations (497,853,140)

Direct Taxes Paid (12,421,438)

Net Cash From Operating Activities (A) (510,274,578)

B CASH FLOW FROM INVESTING ACTIVITIES

Purchases of Fixed Assets (486,904,749)

Proceeds From Sale of Fixed Assets 47,177

Proceeds From Sale of Investment 1,000,000

Purchase of Minority Interest in a subsidiary (108,500,000)

Acquisition of interest in a new subsidiary (40,267,500)

Dividend Paid (19,883,106)

Interest Received 29,146,618

Net Cash Used In Investing Activities (B) (625,361,560)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds From Long Term Borrowings 333,687,864

Repayments of Long Term Borrowings (42,581,167)

Proceeds From Short Term Borrowing (Net) 525,572,028

Proceeds From Issue of Shares 250,000,000

Interest Paid (185,423,689)

Net Cash Used In Financing Activities (C) 881,255,035

Net Increase In Cash And Cash Equivalent (A+B+C) (254,381,103)

Cash & Cash Equivalent at the beginning of the Year 462,184,511

Cash & Cash Equivalent on acquisition of new subsidiary 14,998,655

Cash & Cash Equivalent at the end of the Year 222,802,063

Net Increase In Cash And Cash Equivalents (254,381,103)

Sr. No. ParticularsYear Ended

31st March 2009

(Amount in Rs.)

Note : Previous year has not been given as previous financial year was the first year of consolidation.AS PER OUR REPORT OF EVEN DATE ANNEXED


(99)

SCHEDULES TO THECONSOLIDATED FINANCIAL STATEMENTS

SCHEDULE - A

AUTHORISED CAPITAL

25,00,00,000 Equity Shares of Rs.1/- Each* 250,000,000 250,000,000

(P.Y. 2,50,00,000 Equity Shares of Rs.10/- Each) 250,000,000 250,000,000

ISSUED, SUBSCRIBED & PAID UP CAPITAL

17,60,16,000 Equity Shares of Re.1/- each fully paid* 176,016,000 166,016,000

(P.Y. 1,66,01,600 Equity Shares of Rs.10/- Each Fully Paid) 176,016,000 166,016,000

(*During the year company has sub-divided its equity sharesFrom Rs.10/- to Re.1/- each.

SCHEDULE - BRESERVES & SURPLUS

i. Capital Reserve 14,456,950 18,820,335

(On Consolidation of New Subsidiaries)

ii. Share Premium

Balance at the beginning of the year 920,000,000 -

Addition during the year 240,000,000 920,000,000

Closing Balance 1,160,000,000 920,000,000

iii General Reserve 961,598 401,134

iv. Profit & Loss Account 5,192,102 13,084,329

1,180,610,650 952,305,798

SCHEDULE - C

SECURED LOANS

From Schedules banks

Term Loans 889,954,669 591,334,989

Cash Credit 295,151,247 208,583,697

Bank Overdraft 62,037,679 308,936,454

Vehicle Loan 9,296,131 15,339,114

1,256,439,726 1,124,194,254

(Repayable within one year Rs.2,94,20,469, P.Y. Rs.6,34,62,887)

(a) Term Loans are secured by equitable mortgage of certain immovable properties and current

Assets of the group and personal guarantees of the directors.

(b) Cash credit limits are secured by equitable mortgage of certain land, collateral securities and

Corporate guarantees of the group, personal guarantees of the directors and hypothecation of

certain stock in trade.

(c) Bank overdraft are secured by certain debtors and accounts receivables, pledge of certain

Fixed deposits and equitable mortgage of certain movable properties, collateral securities and

Personal guarantees of the directors, collateral securities and corporate guarantees of the group.

(d) Vehicle loans are secured by hypothecation of respective vehicles.

SCHEDULE - D

UNSECURED LOANS

From Bodies corporates 2,679,775 2,972,449

Deferred payment credit for EDC 932,439,564 232,275,418

Interest on EDC accured and due 152,518,271 21,164,912

1,087,637,610 256,412,779

(Repayable within one year Rs. 60,16,71,764 (P.Y. Rs. 6,77,54,000)

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008


(100)

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(101)

SCHEDULE - F

INVESTMENTS

(Longterm, non-trade)

Quoted :

Birla Sunlife Mutual Fund - 4889.976 units of Rs. 10/- each 50,000 50,000

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

Unquoted :

KKK Hydro Power Ltd. - 2,02,100 equity shares of Rs. 10 each 2,021,000 -

3,071,000 1,050,000

Less : Provisions for diminution in the value of investment 477,836 18,177

2,593,164 1,031,883

Aggregate amount of unquoted investments 2,021,000 -

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

Market Value of quoted investment 572,164 1,031,883

SCHEDULE - G

INVENTORIES

(As taken, valued & certified by the Management)

Work in Progress of Projects 2,739,173,395 1,829,714,222

Goods Held for Resale 7,848,361 4,807,755

2,747,021,756 1,834,521,977

SCHEDULE - H

SUNDRY DEBTORS

(Unsecured, considered Good)

I. Debts Outstanding For a Period Exceeding 6 Months 102,324,203 63,556,280

Ii. Others 692,479,355 414,737,399

809,953,558 478,293,678

SCHEDULE - I


Cash in Hand 11,740,191 22,843,450

Balance with Schedules Banks

- in FDRs* 193,177,072 369,208,997

- in Current Accounts 17,884,800 70,132,064

(*FDRs. of Rs.1,931,77 Lacs, P.Y. Rs.3302.44 Lacs are pledged with bank 222,802,063 462,184,511for overfraft / Bank Guarantee / LC Facilities

SCHEDULE - J

LOAN & ADVANCES

Advance for Projects

- To Collaborators & Others 1,601,021,607 1,220,528,025

Advance to Suppliers 147,421,768 119,177,739

Other Advances - 135,452,782

Advance Recoverable in Cash or Kind Value to be Recovered 56,897,117 11,251,350

1,805,340,492 1,486,409,896

SCHEDULE - K


Interest Accrued on Fixed Deposits 9,343,150 14,738,196

Security Deposits 953,726 544,026

Prepaid Expenses 4,527,676 9,547,471

14,824,552 24,829,693

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008



(102)

SCHEDULE - L

CURRENT LIABILITIES

Duties & Taxes Payable 4,595,641 9,646,824

Share Application Money of Subsidiary 6,200,000 26,950,000

Advance from Customers 2,231,286,595 1,726,306,372

Sundry Creditors 41,750,000

Due to Small & Micro Enterprises - -

Other Creditors 456,661,674 142,895,870

Advance from Collaborators 25,225,000 25,400,000

Security Deposit 12,622,597 -

Unclaimed Dividend 38,814,82 -

Book Overdraft 3,769,440 20,125,364

Other Liabilities 7,070,676 9,196,084

Interest Accrued but not due 18,097,702 14,812,063

2,765,568,139 1,975,332,577

SCHEDULE - M

PROVISIONS

Provision for Income Tax 13,290,242 3,788,919

(Net of Advance Tax and TDS of Rs.3,14,60,444, P.Y. Rs.2,80,68,467)

Provision for FBT 9,716

Proposed Dividend 17,601,600 8,036,674

Dividend Distribution Tax 5,011,289 1,365,833

Provision for Gratuity & Leave Encashment 223,772 618,736

36,136,079 13,810,162

SCHEDULE - N

MISCELLANEOUS EXPENDITURE

On Acquisition of New Subsidiaries 57960 106,100

Less : Written off during the year 57960 48,140

Amount not written off or adjusted - 57,960

SCHEDULE - O

OPERATING INCOME

Sale of land, Office Space and Constructed Properties 799,836,390 1,260,293,800

Sale of Shares - 17,248,500

Sale of Building Material 846,419,947 77,040,064

1,646,256,337 1,354,582,364

SCHEDULE - P

OTHER INCOME

Interest Received on

- FDR (TDS Rs.21,93,363/-, P.Y. Rs. 41,36,120/-) 15,503,935 20,290,363

- Others (TDS Rs.7,90,888/-, P.Y. Rs.41,07,713/-) 8,247,637 11,885,471

Syndication Service Charges 10,125,000 -

Commission Received 165,000 -

Misc. Income 6,208,386 3,165,231

Rent Received 604,000 135,000

Profit on Sale of Investments (Net) - 1,096,597

40,853,958 36,572,662

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008



(103)

SCHEDULE - Q

INCREASE / (DECREASE) IN INVENTORIES

Opening Stock 1,834,521,977 1,878,782,977

Closing Stock 2,747,021,754 1,834,521,977

912,499,777 (44,261,000)

SCHEDULE - R

COST INCURRED ON PROJECTS

Purchase of Land 108,587,689 181,689,370

Material Cost 225,329,525 468,063,038

Construction Cost 147,290,532 303,970,156

Commission - -

Government Charges 717,703,122 10,764,925

Employee Cost 8,988,431 2,254,555

Selling Cost 41,343,310 19,691,421

Borrowing Cost 266,110,767 76,194,304

Administrative & Other Cost 5,164,528 3,149,493


Amount Paid to Collaborators 109,690,000 7,247,812

1,630,847,612 1,073,458,091

SCHEDULE - S

PERSONNEL EXPENSES

Salaries, Wages, Stipend & Other Allowances 28,244,768 15,881,823

Contribution to Provident Fund & Other Funds 1,766,880 1,283,035

Director’s Remuneration 3,146,661 5,104,000

Staff Welfare 207,045 875,742

Provision for Employees’ Benefits 921,462 484,857

34,286,816 23,629,457

Less : Allocated to Capital Work in Progress 8,361,455 240,745


16,936,930 21,134,157

SCHEDULE - T

ADMINISTRATIVE AND OTHER EXPENSES

Audit Fees 788,100 694,100Donation 58,052 1,062,501Electricity & Water Expenses 860,272 554,575Legal and Professional 7,909,299 4,619,866Listing Fees 138,693 137,475General Meeting Expenses 49,560 18,050Other Expenses 997,796 678,450Printing & Stationery 1,059,971,00 1,164,872Exchange Rate Fluctuation 1,470,000 -Rates & Taxes 300,951 155,605Rent 6,943,135 4,368,600Repair & Maintenance Others 1,205,986 2,978,350Postage, Telegram and Telephone Expenses 1,529,258 1,203,158Vehicle Running & Maintenance Expenses 1,237,192 957,414Computer Expenses 3,210,967 135,507Insurance Expenses 1,051,864 207,898Security & Housekeeping 778,406 786,019Provision for Diminution in the Value of Investment 459,719 18,117Preliminary Expenses written off 57,960 48,140Balance written off 1,100,000 -Loss on Sale of Fixed Assets 105,480 143,892Tour & Travelling Expenses 2,110,376 3,416,645

33,423,037 23,349,234Less : Allocated to Projects 5,163,228 3,149,493Less : Allocated to Capital Work in Progress 4,458,662 69,652

23,801,147 20,130,089

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008



(104)

SCHEDULE - U

FINANCIAL EXPENSES

Bank Charges 14,849,069 10,300,307

Interest on Bank Loans 146,738,859 51,194,812

Interest Others 158,474,760 44,392,467

320,062,688 105,887,586

Less : Allocated to Capital Work in Progress 32,908,277 -


21,043,644 29,693,282

SCHEDULE - V

MARKETING & SELLING EXPENSES

Advertisement Expenses 34,813,150 21,009,963

Business Promotion 816,901 1,099,633

Premium on Buy Back of Flats 8,936,676 15,265,999

Commission 10,436,398 19,691,422

55,003,125 57,067,017

Less : Allocated to Capital Work in progress 203,352 19,691,422

Less : Allocated to Projects 41,343,310 -

13,456,463 37,375,595

(Amount in Rs.)

PARTICULARSAS AT

31.03.2009AS AT

31.03.2008



(105)

SCHEDULE - W:

Accounting Policies & Practices and Notes to Consolidated Financial Statements for the year ended 31st March, 2009.


1. Consolidation of Accounts :

a. Basic of preparation :

i) The Consolidated Financial Statements are prepared in accordance with the requirements of Accounting Standard-21 on 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements comprise the financial statement of the SRS Real Infrastructure Limited and its Subsidiaries. Reference in these notes to the 'Company' shall mean to include SRS Real Infrastructure Limited and its Subsidiaries consolidated in these financial statements.

ii) List of Subsidiary Companies which are included in the consolidation and the Parent Company’s holding therein are as under :

b. Principles of Consolidation :

i) The financial statements of the Parent Company and its subsidiary companies are combined on a line-to-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions, and resulting unrealized profits or losses in accordance with Accounting Standard (AS) 21- 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India.

Name of the Company

% of Shareholding &Voting Power as on

31.03.09 31.03.08

Place ofIncorporation

Akriti Realtech Pvt Ltd. 100% 100% IndiaBhavani Realbuild P. Ltd. 100% 100% IndiaBright Infrabuild Pvt. Ltd. 100% 100% IndiaDimension Infrastructure Pvt Ltd. 100% 100% IndiaHaryana Infracon Pvt. Ltd. 100% 100% IndiaMehar Builders Pvt Ltd. 100% 100% IndiaModern Ashiana Builders Pvt Ltd. 100% 100% IndiaMounthill Builders Pvt Ltd. 100% 100% IndiaRebnoor Infrabuild Pvt Ltd. 100% 100% IndiaSkyhigh Colonizers Pvt Ltd. 100% 100% IndiaDawn Developers Pvt. Ltd. 100% 100% IndiaGlory Buildcon Pvt. Ltd. 100% 100% IndiaSPS Buildcon Ltd. 100% 100% IndiaSRS Retreat Services Ltd. 100% 100% IndiaSRS Real Estate Ltd 100% 75.70% IndiaSRS I-Tech Pvt. Ltd. 100% 0.00% India


(106)

The financial statements of the Parent Company and its Subsidiaries have been consolidated using uniform accounting policies for like transactions and other events in similar circumstances, except otherwise stated.

ii) The excess of the share of the equity in the respective Subsidiary over and above the cost of its investments in each of the Subsidiaries to the Parent company on the acquisition date is recognized in the financial statements as capital reserve and carried forward in the accounts.

iii) Minority interest is presented separately from the liabilities or assets and the Equity of the Parent Shareholders in the consolidated balance Sheet. Minority interest in the Income or Loss of the group is separately presented.


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

3. Use of Estimates

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


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

Sale of developed plots are recognized on the basis of “Percentage of Completion method”. The revenue is recognized in proportion to the actual cost incurred as against the total estimated cost subject to such actual cost being 50% or more of the total estimated cost.


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


(107)



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

4.6 . Revenue from interests is recognized on a time proportion basis.4.7. Dividend Income on investment is accounted for when the right to receive the payment is

established.



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







7. Borrowing Cost


8. Foreign Exchange Transaction

Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the time of the transaction.

Monetary items denominated in foreign currency are reported using the closing exchange rate on each balance sheet date.


(108)

The exchange difference arising on the settlement of monetary items or on reporting these items at rates different from rates at which these were initially recorded / reported are recognized as income / expense in the period in which they arise.

Non-monetary items are carried at cost.



10. Investments


11. Inventories

Inventories are valued as under: -a. Building Materials at lower of cost and net

realizable value.


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


Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.All expenses attributable directly and forming integral part of specific project/scheme are considered as part of the project cost and accordingly are considered in the valuation therein.

12. Taxation


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


(109)

Deferred Tax:



Fringe Benefit Tax:



a) In case of Company and its one subsidiary (SRS Real Estate Limited):

i. Defined Benefit Plan

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

ii. Defined Contribution Plan

The company's contribution to Employees Provident Fund and Family Pension Fund are deposited with the Regional Provident Fund Commissioner and is charged to Profit & Loss Account every year on due basis.

b) In case of Subsidiaries other than SRS Real Estate LimitedLiability for Gratuity and Leave Encashment are provided on the basis of management estimate of the liability, based on period of service, unearned leave and last salary drawn, since the number of employees are very few.


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





(110)




1. Contingent Liabilities not provided for in respect of :

Particulars As at 31.03.2009 As at 31.03.2008

(Rs.) (Rs.)

Corporate Guarantees 6995.00 Lac 5158.00 Lacs

Outstanding bank Guarantee 3338.72 Lac NIL

Pending Litigations 328.58 Lacs -

Others 70.99 Lacs 91.99 Lacs

The pending litigation consists of Sales Tax Liability of Rs. 94.56 Lacs for case pending with Joint Excise and Taxation Commissioner, Faridabad against which Rs. 20.04 Lacs has been deposited under protest up to 31st March 2009, Provident Fund liability of Rs. 18.69 Lacs case for which is Pending with PF Tribunal, and LADT liability of Rs. 53.10 Lacs, Textile Cess liability of Rs. 10.14 Lacs and Central Excise Duty liability of Rs. 152.09 Lacs cases for which are pending with High Court of Punjab and Haryana.

2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.1, 134.23 lacs (Previous Year Rs. Nil).


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



(111)


In view of the Accounting Standard AS 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India, the deferred tax assets/liabilities as at 31st March 2009 comprise of the following major components:

Particulars As at 31.03.2009 As at 31.03.2008(Rs.) (Rs.)

Fixed Assets (41,88,909) (25,69,461)

Deferred Tax Liabilities (A) (41,88,909) (25,69,461)

Expenses Allowable in Next Year u/s 40 (a)(ia) of 4,46,954 NILIncome Tax Act, 1961

Preliminary Expenses Allowable 77,092 1,25,594

Provision for Diminution in the value of investment 1,62,416 6,158

Provision for Employee Benefits 76,060 2,10,308

Deferred tax Assets (B) 7,62,522 3,42,060

Net Deferred Tax Liability/(ASSETS) (A-B) (34,26,387) (22,27,401)


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


Net employee benefit expense (recognized in the statement of profit & loss for the year ended March 31, 2009)

Earned Leave GratuityParticulars2008-09 2007-08 2008-09 2007-08


Interest Cost 23,712 5,269 19,599 5,442

Expected return on plan assets - - - -


Actuarial (gain) / loss recognized in the year (1,44,090) 54,778 (56,915) 41,186

Net benefit expense 1,44,678 2,72,883 2,35,793 2,11,974

(Amount in Rs.)


(112)

Net Asset / (Liability) recognized in the Balance Sheet as on March 31, 2009

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

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



as on 31-03-08 4,66,408 3,38,743 5,61,570 2,79,993

Fair Value of Plan Assets - - 8,04,206 -

Net Asset/(Liability) recognized in the

Balance Sheet (4,66,408) (3,38,743) 2,42,636 (2,79,993)


Present Value of Defined Benefit Obligationas on 1-04-08 3,38,743 65,860 2,79,993 68,019

Interest Cost 23,712 5,269 19,599 5,442


Benefits Paid (17,013) - - -

Actuarial (gain) / loss on obligation (1,44,090) 54,778 (11,131) 41,186

Present Value of Defined BenefitObligation as on 31-03-09 4,66,408 3,38,743 5,61,570 2,79,993


Discount Rate (based on the market yieldsavailable on Government bonds at theaccounting date with term that matches thatof liabilities) 7.00% 8.00% 7.00% 8.00%

Salary increase (taking into account inflation,seniority, promotion and other relevantFactor) 4.50% 5.50% 4.50% 5.50%Rate of return on Plan Assets NA NA NA NAAverage Outstanding Service of EmployeesUpto retirement (years) 28.65 Years 29.26 Years 28.65 Years 29.26 Years


(113)

Changes in Fair Value of the Plan

Contribution to Defined Contribution Plans :


Provident Fund 15,91,255 9,51,405


9. Dirctor’s Remuneration :

10. Borrowing CostsDuring the year, Company has capitalized Rs. 329.08 lacs (P.Y. Nil) on Capital work in progress.

11. The operating income of the Company is net of sale return of Rs.29.66 Crores (Previous Year Rs. Nil)


Auditors Remuneration 7,87,100 6,94,100


Directors’ Remuneration 31,46,661 51,04,000

Particulars2008-09 2007-08 2008-09 2007-08

Fair value of plan assets at the beginning ofthe year - - - -

Acquisition adjustment - - - -

Expected return on plan assets - - - -

Contributions - - 6,02,861 -

Benefits Paid - - 1,55,561 -

Actuarial gain / (loss) on plan assets - - 45,784 -

Fair value of plan assets at the end of thePeriod - - 6,48,645 -


Gratuity(Funded)


(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

(114)


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

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

S.No. Particulars Real Estate Trading Others Total

1. Segment Revenue 7998.36 8464.20 408.54 16871.10(12602.94) (770.40) (172.48) (13545.82)

2. Segment Expenses 7592.62 8325.84 253.32 16171.78(11408.62) (747.82) (172.48) (12328.92)

3. Segment Profit 405.74 138.36 155.22 699.32(1194.32) (22.58) (0.00) (1216.90)

Less : UnallocableExpense net of NilUnallocable Incomes (450.14)

Less : Financial 210.44Expenses (296.93

Profit Before Tax 488.88(469.83)

Less : Provision for 271.22Taxation (205.17)

Profit after Tax 271.66(264.66)

4. Carrying amount of 60718.94 3583.97 0.00 64302.91Segment Assets (43856.10) (199.21) (0.00) (44055.31)(Including CWIP)

5. Carrying amount of 47789.40 3105.52 0.00 50894.92Segment Liabilities (32869.25) (160.19) (0.00) (33029.44)(Including CWIP)

Carrying amount of 755.44Unallocable Assets (2023,38)

Less :Carrying amount of 597.16Unallocable Liability (1866.03)(Including minority Interest)


(Rs. Lacs)

(115)


As per Accounting Standard-18 issued by the Institute of Chartered Accountants of India, the Company's related parties and transactions are disclosed below :

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


i. Dr. Anil Jindal - Chairman and Managing Director

ii. Mr. Rajesh Singla - Executive Director

iii. Mr. Nanak Chand Tayal - Executive Director

iv. Mr. Rajesh Mangla - Wholetime Director


i. SRS Developers P. Ltd.*

ii. SRS Realtech Pvt. Ltd.*

iii. SRS Realbuild Pvt. Ltd.*

iv. SRS Manufacturers Pvt. Ltd.*

v. SRS International Ltd.*

vi. SRS Entertainment & Retail Ltd.

vii. SRS Housing Finance Ltd (Formerly known as BTL Commercial Ltd.)

viii. SRS Buildcon Pvt. Ltd.

* Related party relation with these companies has ceased during the current financial year.

3) Relatives of KMPi. Ms. Shalini Jindal


(116)

S.No. Name of the Party Nature of Transaction 2008-09 2007-08

Amount (Rs.) Amount (Rs.)

1. SRS Manufacturers Pvt. Ltd. Allotment of Share Capital - 2,25,00,000

2. Anil Jindal Purchase of Shares Nil 46,50,000Director’s Remuneration Nil 10,00,000

3. SRS International Limited Allotment of Share Capital - 11,25,00,000

4. SRS Realtech Pvt. Ltd. Allotment of Share Capital - 3,50,50,000

5. Rajesh Singla Purchase of Shares Nil 50,000Director’s Remuneration 6,03,984 6,00,000

6. Nanak Chand Tayal Purchase of Shares Nil 50,000Director’s Remuneration 6,03,984 6,00,000

7. SRS Developers Pvt. Ltd. Purchase of Shares - 29,00,000Allotment of Share Capital - 3,50,00,000

8. SRS Realbuild Pvt. Ltd. Allotment of Share Capital - 3,75,00,000

9. Shalini Jindal Professional Charges 3,60,000 3,60,000

10. SRS Housing Finance Ltd. Share Application received 42,10,000 Nil(Formerly known as BTL Reimbursement of 2,47,169 NilCommercial Ltd.) Expenses

11. SRS Buildcon Pvt. Ltd. Reimbursement of 30,900 NilExpensesAdvance Given and 40,24,030 Nilreceived back

12. SRS Entertainment & Retail Office Rent and other 43,46,138 43,23,600

Ltd. expenses paid

Advance Recd for Flats 2,95,70,104 78,20,72,280 Booking

Purchase of Goods/ Nil 5,48,570Material

Display Charges paid 2,58,00,000 Nil

(excluding service tax)

Advance Red for Flat 5,15,51,917 16,27,27,429Booking

Loans and Advance taken 31,62,14,063 NIL

Loans and Advance given 56,93,83,353 NIL

Interest paid on Loans and 25,64,815 NILAdvances

Rent Received 1,35,000 NIL

13. Rajesh Mangla Director’s Remuneration 7,15,253 NIL


b. Transactions with related parties.

(117)

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


(Rs.) (Rs.)

a) Numerator

Net Profit after taxation as per Profit & Loss A/C 2,71,66,371 2,15,33,878

b) Denominator :Weighted average no. of equity sharesoutstanding for :- Basic & Diluted 16,71,11,890 66,97,228

c) Face Value of Shares (Rs.) 1.00 10.00c) Earning per share

- Basic & Diluted 0.16 3.22

15. Figures relating to subsidiaries have been regrouped/reclassified wherever considered necessary to bring them in line with the Company's financial statements.

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

17. Schedules A to W are annexed to and form an integral part of the consolidated Financial Statements of the Company for Financial Year ending 31st March, 2009.

SIGNATURES TO SCHEDULES A to WAs per our report of even date attached




M. No. 18730)

For Naresh Jai & Associates For and on behalf of boardChartered Accountants




DIN - 00005585)



A S

N «

«

FA DR AI BDA

(118)

NOMINATION FORM[(To be filled in by individual(s)]

To,

SRS Real Infrastructure Ltd.C/o Beetal Financial & Computer Services (P) Ltd.BEETAL HOUSE, 3rd Floor,99, Madangir, Behind Local Shopping Centre,New Delhi - 110062

From : Name of the Shareholder and address

Folio No./DP ID*

No. of Shares

I am/We are holder(s) of Shares of the Company as mentioned above. I/We nominate the following person inwhom all rights of transfer and/or amount payable in respect of Equity Shares shall vest in the event of my/our death.

Nominee’s Name

To be furnished in case the nominee is minor

Guardian’s Name & Address

Occupation of Nominee ( )

Nominee’s Address

Specimen signature ofNominee/Guardian (in casenominee is a minor)

Age

Date of Birth

1. Service

5. Professional

2. Business

6. Farmer

3. Student

7. Others

4. Household

Tel. No.

PIN Code

Fax No.

STD Code

Kindly take the aforesaid details on record.

Thanking You,Your’s Faithfully, Date :

Name(s) of equity shareholder(s) [as appearing on the Certificate(s)] Signature (as per specimen with Company)

Sole/1st holder

2nd holder

3rd holder

Witnesses (two)

Name & Address of Witness Signature & Date

1.

2.

E-mail Address

INSTRUCTIONS :

?Please read the instructions given below very carefully and follow the same to the letter. If the form is not filled as per instructions, the same will be rejected.

?The nomination can be made by individuals only. If the Shares are held jointly, all joint holders shall sign (as per the specimen registered with the Company) the nomination form.

?A minor can be nominated by a holder of Shares and in that event the name & address of the Guardian shall be given by the holder.

?The nominee shall not be a trust, society, body corporate, partnership firm, Karta of Hindu Undivided Family or a power of attorney holder. A non-resident Indian can be a nominee on re-patriable basis.

?Transfer of Shares in favor of a nominee shall be a valid discharge by a Company against the legal heir(s).

?Only one person can be nominated for a given folio.

?Details of all holders in a folio need to be filled; else the request will be rejected.

?The nomination will be registered only when it is complete in all respects including the signature of (a) all registered holders (as per specimen lodged with the Company) and (b) the nominee.

?Whenever the Shares in the given folio are entirely transferred or dematerialized, then this nomination will stand rescinded.

?Upon receipt of a duly executed nomination form, the Registrar & Transfer Agent (RTA) of the Company will register the form and allot a registration number. The registration number and folio no. should be quoted by the nominee in all future correspondence.

?The nomination can be varied or cancelled by executing fresh nomination form.

?The Company will not entertain any claims other than those of a registered nominee, unless so directed by Court.

?The intimation regarding nomination/nomination form shall be filed in duplicate with the RTA of the Company who will return one copy thereof to the Shareholder.

?For Shares held in dematerialized mode nomination is required to be filed with the Depository Participant in their prescribed form.

FOR OFFICE USE ONLY

Nomination Registration Number

Date of Registration

Checked by (Name & Signature)

SRS REAL INFRASTRUCTURE LIMITEDRegd. Office : 202, 27 New Delhi House, Barakhamba Raod, Connaught Place, New Delhi - 110001

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THEMEETING HALL.

Joint Shareholders may obtain additional Attendance Slip at the venue of the meeting.

DP Id* Folio No.

Client Id* No. of Shares

Name and address of the Shareholder

I hereby record my presence at the 19th Annual General Meeting of the Company held on Saturday, 8th August, 2009 at 11:30 a.m. At Deputy Speaker Hall, “Bharatiyam”, Constitution Club, Vithalbahi Patel House,Rafi Marg, Behind Reserve Bank of India, New Delhi - 110001

*Applicable for investors holding shares in dematerialized form. Signature of Shareholder/Proxy

SRS REAL INFRASTRUCTURE LIMITEDRegd. Office : 202, 27 New Delhi House, Barakhamba Raod, Connaught Place, New Delhi - 110001

PROXY

I/We ........…………………………………………………………………………being a Member/Members of M/s SRS REAL

INFRASTRUCTURE LIMITED hereby appoint……………………………(or failing him…………………of………..……...

………………………………………..………………………………….................) as my/our Proxy to attend and vote for

me/our behalf at the 19th Annual General Meeting of the Company to be held on Saturday, 8th August, 2009 at 11.30 A.M at Deputy Speaker Hall, “Bharatiyam”, Constitution Club, Vithalbhai Patel House, Rafi Marg, Behind Reserve Bank of India, New Delhi- 110001 and at any adjournment thereof.

Signed this ……..................……………. day of ……..............……… 2009

Signature

Reference Folio No. / DP ID & Client ID*

No. Of Shares

*Applicable for investors holding shares in dematerialized form.

Note : This form in order to be effective should be complete and must be deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

Affix hereone RupeeRevenueStamp

REGD. OFFICE : 202, 2nd Floor, 27 New Delhi House, Barakhamba Road, Connaught Place New Delhi - 110001Ph. : 011-41571258,60,66, 67, Fax : 011-41571269CORP. OFFICE : “SRS Mall”, City Centre, Sector – 12, Faridabad - 121007 Ph. : 0129-4003055, 4069177HEAD OFFICE : E-18, Nehru Ground, Faridabad (NCR Delhi) - 121001 Ph. : 0129-2422802-03/4003255 Fax : 2241955website : www.srsparivar.com e-mail : [email protected]

SRS REAL INFRASTRUCTURE LTD.

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