To the Members,
 
 The Directors are pleased to present their eleventh Annual Report on
 the business and operations of the Company and the statement of
 accounts for the year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                                         (Rs. Crores)
 
                                              2010-11         2009-10
 
 Dividend and Other Income                      59.89           13.20
 
 Profit Before Interest, and                    59.39           12.91 
 
 Depreciation & Tax (EBIDT)
 Less: Interest & Finance Charges                4.25            2.91
 
 Profit before Depreciation and Tax (PBDT)      55.14           10.00
 
 Less: Depreciation                                 -               -
 
 Profit before Tax (PBT)                        55.14           10.00
 
 Less: Provision For Taxes                       0.01            0.26 
 (including provision for deferred tax)
 
 Net Profit after Tax (PAT)                     55.13            9.74
 
 Add: Profit brought forward                    36.98           27.25 
 from previous year
 
 
 
 SCHEME OF ARRANGEMENT
 Pursuant to the Scheme of Arrangement approved by the Hon’ble Delhi
 High Court vide its order dated 24th February, 2011(here in after
 referred to as “the Scheme of Arrangement”), the investment divisions
 of SRF Polymers Investments Limited, a wholly-owned subsidiary, Narmada
 Farms Private Limited and Bhairav Farms Private Limited were merged
 with the company with effect from 1.4.2010. The accounts have been
 prepared after taking into consideration the effect of the Scheme of
 Arrangement.
 
 Pursuant to the aforesaid Scheme:
 
 a.  48,38,249 fully paid equity shares of Rs. 10 each held by Narmada
 Farms Private Limited and Bhairav Farms Private Limited in your Company
 were cancelled and simultaneously equal number of equity shares of Rs.
 10 each fully paid up had been issued to the shareholders of these
 companies. These shares have been listed on the Bombay Stock Exchange
 Ltd.
 
 b.  1,29,19,412, 8% Non-cumulative Redeemable Preference Shares of Rs.
 10 each fully paid up were issued to the shareholders of Narmada Farms
 Private Limited and Bhairav Farms Private Limited on the terms and
 conditions as contained in the Scheme of Arrangement.
 You are requested to kindly refer to the notes to accounts for further
 details.
 
 DIVIDEND
 
 Your Directors recommended payment of dividend on 8% Non-cumulative
 Redeemable Preference Shares. No dividend is recommended on Equity
 Shares.
 
 No amount has been proposed to be transferred to General Reserve.
 
 OPERATIONS REVIEW
 
 Profit Before Interest, Depreciation & Tax (EBIDT) increased by 360% to
 Rs 59.39 crores from Rs 12.91 crores. Profit before tax increased by
 451% to Rs 55.14 crores from Rs 10 crores. Profit after Tax increased
 by 466% to Rs 55.13 crores from Rs 9.74 crores. This was due to
 amalgamation of investment divisions of SRF Polymers Investments
 Limited, Narmada Farms Private Limited and Bhairav Farms Private
 Limited into the Company with effect from 1st April 2010 in accordance
 with the Scheme of Arrangement due to which the income of these
 investment divisions has been merged with the income of your Company.
 
 SUBSIDIARY COMPANIES
 
 KAMA Realty (Delhi) Limited
 Pursuant to the Scheme of Arrangement, the real estate division of SRF
 Polymers Investments Ltd. was transferred and vested in KAMA Realty
 (Delhi) Ltd., a wholly-owned subsidiary of the Company, with effect
 from 1.4.2010. It made a net profit of Rs.  2.45 Crores mainly due to
 rental income.
 
 During the year, KAMA Realty (Delhi) Ltd. had issued 10,020 fully paid
 equity shares of Rs. 10 each to your Company pursuant to the Scheme of
 Arrangement
 
 Shri Educare Limited
 During the year your Company has invested a sum of Rs. 2.50 crores in
 the equity capital of Shri Educare Ltd. This company is engaged in the
 field of education. It had made a loss of Rs.  1.76 crores mainly on
 account of personnel and administrative expenses.
 
 Shri Educare Maldives Private Limited
 
 Shri Educare Maldives Private Limited made a loss of MRF 0.51 crores
 (Rs 1.78 crores appx.) mainly on account of personnel and
 administrative expenses.
 
 During the year, your Company had made an investment (including
 application money) of MRF 0.58 crores (Rs 2.05 crores appx.) in the
 equity shares of Shri Educare Maldives Private Limited.
 
 Annual accounts of the subsidiary companies and the related information
 can be obtained on request by the shareholders of the Company and of
 the subsidiary companies. These are also available for inspection at
 the Corporate Office of the Company and at the respective registered
 offices of the subsidiaries between 11 A.M. to 1 P.M. on all working
 days.
 
 DIRECTORS
 
 Mr. Ashish Bharat Ram and Mr. Dhirendra Datta, Directors retire by
 rotation and being eligible, offer themselves for re- appointment.
 
 Directors’ Responsibility Statement
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, it is hereby confirmed:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for the period under review;
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) that the Directors have prepared the annual accounts for the year
 ended 31.03.11 on a ‘going concern’ basis.
 
 The Company is controlled by Arun Bharat Ram Group (“Promoter Group”)
 being a group as defined under the Monopolies and Restrictive Trade
 Practices Act, 1969. The Promoter Group consists of various individuals
 and corporate bodies who are in a position to and who jointly exercise
 control over the Company.
 
 a)Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr.  Kartikeya
 Bharat Ram; d) Mrs Sheila Bharat Ram; e) Mrs.  Manju Bharat Ram; f)Mrs.
 Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; ?) SRF Ltd; i)SRF
 Transnational Holdings Ltd; j) Skylark Investments & Trading Pvt. Ltd.;
 k) Karm Farms Pvt.  Ltd.; ?) Srishti Westend Greens Farms Pvt. Ltd.;
 and m) Karmav Holdings Private Limited.
 
 LISTING OF SHARES
 Your Company’s equity shares are listed at the Bombay Stock Exchange
 
 CORPORATE GOVERNANCE
 Certificate of the auditors of your Company regarding compliance with
 the conditions of corporate governance as stipulated in Clause 49 of
 the Listing Agreement with the stock exchange is attached to the report
 as annexure 1.
 
 In compliance with the requirements of Clause 49(V), a certificate from
 Whole-time Director & Company Secretary was placed before the Board.
 
 All Board members and senior management personnel had affirmed
 compliance with the Code of Conduct for Board and Senior Management
 Personnel. A declaration to this effect duly signed by the Whole-time
 Director & Company Secretary is enclosed as a part of the Corporate
 Governance Report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 In accordance with the Accounting Standard AS-21 & AS-23 on
 Consolidated Financial Statements, your Directors have pleasure in
 attaching the Consolidated Financial Statements, which form part of the
 Annual Report and Accounts.
 
 ACCOUNTS AND AUDIT
 The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the
 conclusion of the 11th Annual General Meeting and being eligible, offer
 themselves for re-appointment. The observations of the Auditors are
 explained wherever necessary in appropriate notes to the Accounts.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 Management discussion and analysis on matters relating to the business
 performance, as stipulated in clause 49 of the listing agreement with
 the stock exchange, is given as a separate statement in the Annual
 report.
 
 FIXED DEPOSITS
 Your company had discontinued to accept/renew fixed deposits w.e.f. 1st
 April, 2009. All the existing Deposits will be repaid as and when due.
 
 Deposits (including interest) amounting to Rs. 0.17 crores due for
 repayment on or before 31st March, 2011 remained unclaimed by 54
 depositors. There has been no default in repayment of fixed deposits
 during the year.
 
 PARTICULARS OF EMPLOYEES
 No employee was drawing remuneration equal to or exceeding the limits
 under Section 217(2A) of the Companies Act,1956 read with Companies
 (Particulars of Employees), Rules, 1975.
 
 ACKNOWLEDGEMENTS
 Your Directors acknowledge with gratitude the co-operation and
 assistance received from various agencies of the Central Government and
 the Lenders. Your Directors thank the shareholders for their support.
 Your Directors also place on record their appreciation of the
 contribution made by employees at all levels.
 
                          For and on behalf of the Board of Directors
                                                 KARTIKEYA BHARAT RAM 
                                                             Chairman
 
 Place: Gurgaon 
 Date: 30th May 2011