To,

The Shareowners,

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

FINANCIAL RESULTS

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

Rs, in Lacs

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

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

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

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

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

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

DIVIDEND

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

NUMBER OF BOARD MEETINGS

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

PERFORMANCE EVALUATION MECHANISM

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

REMUNERATION POLICY

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

COMPOSITION OF COMMITTEES

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

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

LOANS, GUARANTEES AND INVESTMENTS

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

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

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

CREDIT RATING

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

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

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

3. Fixed Deposit (Medium Term) - MD

FIXED DEPOSITS

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

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

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

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

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

UNCLAIMED REFUND & INTEREST ON REFUND ACCOUNT

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

AUDITORS Statutory Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants and M/s. Rakesh Raj & Associates, Chartered Accountants, Joint Statutory Auditors of the Company have tendered their resignation letters dated 20^th August, 2016. The Board has accepted their resignations in their meeting held on 24^th August, 2016.

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

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

Internal Auditors

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

M/s. Love Mangla & Co.

M/s. Sumit Chhabra & Co.

M/s. SRGM & Associates

Secretarial Auditor

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

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

AUDITORS' REPORT

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

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

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

Management's estimation on the impact of audit qualification:

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

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

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

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

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

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

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

Management's estimation on the impact of audit qualification:

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

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

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

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

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

SUBSIDIARIES AND BRANCHES

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

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

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

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

All the KMPs gave their consent for the same.

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

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

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

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

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

VIGIL MECHANISIM

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

RISK MANAGEMENT PLAN

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

LISTING AGREEMENT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

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

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

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

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

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

® Maintenance of Parks;

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

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

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

® Development of Village Ferozepur Kalan, Ballabgarh, Faridabad

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

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

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

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

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

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

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

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

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

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

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

® Cleaning of surrounding parking as mission of Swachchh Faridabad.

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

ii) Technology Absorption : Nil

iii) Foreign Exchange Earning & Outgo

Earning in foreign Currency:

Expenditure in foreign Currency: ^ _i

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

following: -

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

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

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

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

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

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

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

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

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

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

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

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT'S DISCUSSION & ANALYSIS

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place: Faridabad

Date: 24^th August, 2016

(Sunil Jindal) (Raju Bansal)

Managing Director Whole-Time Director

DIN:00013791 DIN:00007344