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Directors Report of ARSS Infrastructure Projects Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 14th Annual Report of the Company together with Audited Statements of Accounts for the Financial Year ended 31st March, 2015:

1. Financial Results:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Crores)

Particulars 2014-15 2013-14

Sales 655.53 901.42

Profit before Depreciation, Interest 208.99 199.49 and Tax

Less : Depreciation 36.55 34.95

Interest 166.96 163.10

Profit Before Tax 5.48 1.44

Less : Tax Expenses

a) Current Year 1.10 0.30

b) Earlier Year 0.07 -

c) Deferred Tax (1.90) (0.53)

Profit/Loss After Tax 6.22 1.67

Balance brought forward from previous year 186.40 184.73

Amount Available for Appropriation 192.62 186.40

Appropriations

a) Dividend - -

b) Tax on Dividend - -

c) Transfer to General Reserve - -

Balance Carried to Balance Sheet 192.62 186.40

Earnings per Share (In Rs.) 4.19 1.12 (equity shares of face value of Rs. 10)



2. Operating Result :

In the year 2014-15 performance of the Company was improved considering the economic scenario of the Country. Though the Company achieved a turnover of Rs. 655.53 cores as against the turnover of Rs. 901.42 crores in the previous financial year (2013-14), the profit (PAT) of the company has gone up i.e. Rs. 6.22 crores as against the profit (PAT) of Rs. 1.67 crores in the financial year 2013-14. The considerable increase in the profit against the previous year is due to strict adherence to cost cutting, abandonment of loss making projects and execution of projects during the year having good profit margin and proper utilization of resources. Company is also following the same policy for taking up any new project in its hand. Directors expect further improvement in the performance of the Company in the current financial year.

3. Details of Subsidiary, Joint Venture or Associates

During the year under review no companies have become or ceased to be company's subsidiary, joint ventures or associate companies. A report on the company's subsidiary, joint ventures or associate companies as per companies Act 2013 is provided hereunder:

4. Consolidated Financial Statements:

Consolidated financial statements in terms of Section 129 (3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and accounting Standard AS 21, issued by the Institute of Chartered Accountants of India and as required by the Listing Agreements with Stock Exchange(s), could not be prepared due to dispute between the Company and one of its subsidiary namely ARSS Bus Terminal Private Limited. Accordingly the Management has moved Company Law Board against the subsidiary for oppression and mismanagement and a company petition no.183/2013 is pending before the Company Law Board for hearing.

5. Dividend:

The Board of Directors has not recommended any dividend for the year ended on 31.03.2015.

6. Reserve

No amount was proposed to be transferred to general reserve.

7. Company's working during the year/state of company's affair - order book:

Your Company has an order book of more than Rs. 2000 Crore, which includes the following major works:

a) Package - I: Civil and Railway allied works in connection with the construction of Private Railway siding for the proposed 3.0 MTPA Integrated steel plant at Nagarnar, near Jagdalpur, Chhattisgarh state on item rate basis, with a contract value of Rs. 312.87 Crores.

b) Construction of Concrete Pavement in the Coal Transportation Roads of IB Coalfields of MCL (Re-tender), having a contract value of Rs. 312.80 Crores.

c) Construction of new 2 lane Highway from Km 38.00 to Km 71.00 (Length=33 Km.) in Mizoram in Phase 'A' of SARDP-NE (Package-II), with a contract value of Rs. 258.22 Crores.

d) Supply and installation of track (excluding supply of rails) Signaling and overhead equipment (OHE) & associated equipment for 25 KV AC tractio, in connection with doubling of railway line between Baang - Rajatgarh (25 KM) Cuttack Barang (12KM) and 3rd line between Barabg Khurda Road (35KM) in the State of Orissa, India, with a contract value of Rs. 252.83 Crores.

e) Widening to 2-lane and improvement in km 0.00 to 102.9 of Paralakhumundi -R.Udayagiri-Mohana Road (S.H.-34) under LWE Scheme, with a contract value of Rs. 20778 Crores.

f) Execution of Balance work for Construction of Roadbed, Major & Minor bridges, Track Linking (excluding supply of rails, ordinary track sleepers and thick web switches), Outdoor Signaling and Electrical (General) works in connection with Doubling of LAKHANA (Ex) - ARAND (in) section (68.936 Kms) part of RAIPUR-TITLAGARH Doubling in SAMBALPUR Division of East Cost Railway in the states of ODISHA & CHATTISGARH, India with a contract value of Rs. 183.17 Crores.

g) Balance work of construction of Roadbed including Minor and Major Bridges, facilities and General Electrification for doubling of Railway line between Barang-Rajatgarh (excluding Ghantikal-Naraj Section), Cuttack- Barang and 3rd line between Barang- Bhubaneswar in the State of Orissa, India, India. With contract value of Rs. 174.31 Crore.

h) Construction of BRTS Corridor and development of road Contract for Package No. IIB: Sanganer Airport to 22Godam Via Rambagh crossing including Elevated Road at Durgapura (10.50 Km). (NCSL), India with a contract value of Rs. 169.00 Crores.

i) Earthwork in formation (excluding Blanket), minor bridges between Km 19.000 to Km. 47000 and 3 nos. of Steel girder bridges, 8 nos. of Road Over Bridges between Km 19.000 to Km 67000 in connection with Angul- Sukinda new railway BG line in the state of Odisha, India with a contract value of Rs. 143.30 Crores.

8. Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange and National Stock Exchange where the Company's Shares are listed.

9. Management Discussion and Analysis Report:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report as 'Annexure -A'.

10. Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report as 'Annexure -B'. Certificate from the Statutory Auditors of the company M/s. Ajay B Garg, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

11. The extract of the annual return as provided under sub-section (3) of section 92;

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as 'Annexure -C'.

12. Number of Board Meetings:

Five Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held are as follows:

30th April,2014, 9th August, 2014, 11th November, 2014, 12th February,2015 and 31st March, 2015.

13. Audit Committee

The committee has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and clause 49 of the Listing Agreement. The details relating to the same are given in Annexure B' of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point n. 4 of Corporate Governance Report attached with this annual report.

14. Dematerialization of shares:

As on 31st March, 2015, 99.91% of the company's paid up Equity Share Capital is in dematerialized form and balance 0.09% is in physical form. The Company's Registrars are Bigshare Services Private Limited having registered office at E/2, Ansa Industrial Estate, Sakivihar Road, Sakinaka Andheri (E), Mumbai- 400 072.

15. Public deposits, covered under Chapter V of the Act

Your Company has not invited any deposit from public and shareholders. So, the provisions of the Chapter V of the Companies Act, 2013 are not attracted.

16. Auditors:

Statutory Auditors:

M/s. Ajay B Garg, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment (for the FY 2015-16), if made, would be in accordance with the conditions as prescribed under Section 139 & 141 of the Companies Act, 2013 and Companies (Audit And Auditors) Rules, 2014.

Cost Auditors:

M/s. Ashutosh & Associates, Cost Accountants, Bhubaneswar were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015 by the Board of Directors pursuant to the Section 148 of the Companies Act, 2013 and Companies (Audit And Auditors) Rules, 2014.

Secretarial Auditors:

M/s Sunita Mohanty & Associates, Bhubaneswar were appointed as Secretarial Auditors of the Company for the financial year 2014-15 by the Board of Directors pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by Company Secretary in Practice (M/s Sunita Mohanty & Associates, Bhubaneswar) is enclosed as a part of this report Annexure-D'. Qualifications or remarks made by the Secretarial Auditor in his Report are self explanatory.

Internal Auditors:

M/s. PR & Associates, Cost Accountants, Bhubaneswar were appointed as Internal Auditors of the Company for the financial year 2015-16 by the Board of Directors pursuant to the Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

17. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors -

a. In absence of relevant records, Contract-wise surplus/loss has neither been ascertained nor recognized in compliance with the requirements of para 34 and 35 of AS-7 "Construction Contracts" issued by the Institute of Chartered Accountants of India.

Company Reply: The company's secured debts are under Corporate Debt restructuring and the liability and interest payable does not commensurate with the turnover and cannot be justified as there is limited support from Financial Institution. During the execution period there is also escalation claim, revision of contract value, extension of completion period, etc. due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial cost is not possible due to combine use or high swapping of resources, size of the Contracts. In absence of the overheads and financial cost allocation the Company is unable to determine Contract wise surplus / deficit.

b. Interest for the year amounting to Rs. 31794 lakhs on inter corporate deposits received has not been charged to the Profit & Loss account resulting in overstatement of profit to that extent.

Company Reply: The Company has received inter corporate deposits from M/s Welspun Projects Limited which with some terms and conditions has to adjoin with revenue over the period of time. There is a dispute towards the said outstanding amount and the matter at present is sub judice. The Company while taking prudence approach postponed its revenue recognition and liability on account of interest has not been provided as it is irrational and not determinable.

c. In the absence of accounts of ARSS Balajee JV and ARSS-MVPL JV, discrepancies, if any, between the said accounts with that of the Company is not ascertainable.

Company Reply: The accounts of the JVs are under the control of respective JV partners i.e. Balajii Engicons Pvt. Ltd. and Mateshweri Vanijya Pvt. Ltd. and the same has not been yet finalized from their end. Being the unlisted entities (Balaji & MVPL) both the above mentioned companies are not required to complete their annual accounts within 60 days from the end of financial year. Hence the accounts from their end would be prepared much after the preparation and finalization of annual accounts of ARSS. However, both the JVs have become inoperative. The accounting effects of the discrepancies if any after the finalization of accounts will be given at current date.

d. No provision has been made against performance bank guarantee invoked amounting to Rs.82.83 Crores against the Company and the same is disputed by Company.

Company Reply: Our Company is in construction business and executes various contracts of government and corporate clients in individual capacity and as JV partner also. Under some of the contracts because of various reasons including lack preparedness of the clients in fulfillment of its primary obligations the work progress gets seriously affected. Resultantly, the very economy of our work execution and operation got disrupted and in the process the contracts gets terminated at company's risk and cost. Applying the terms and contract in their favour our final bill, escalation bill, security got forfeited and BGs given in support of performance guarantee were encashed for adjusting the cost effect of above termination of contract. The Company has lodged various claims against the said action taken by the contractees and the matter is under arbitration. Hence, based on recovery track of past claims and management estimation no provision is required to be made in the books of accounts.

Secretarial Auditors:

Report of the secretarial auditors as attached is self explanatory in terms of qualifications.

18. Directors /Key Managerial Personnel Appointed / Resigned During the Year;

The following were appointed as Directors /Key Managerial Personnel Appointed / Resigned during the Year:

S . Name Designation No.

1 Mr. S.C Parija Independent Director (position regularized originally appointed on 27th November, 2007)

2 Mr. U. N. Challu Independent Director (position regularized originally appointed on 7th February,2012)

3 Mr. B. K. Mishra Nominee Director (Bank of India)

4 Ms. Alka Khemka Company Secretary & Compliance Officer

5 Ms. Rima Dhawan Women Independent Director

6 Mr. S. K. Pattanaik Director (Finance)

7 Mr. S. K. Pattanaik Chief Financial Officer

8 Mr. B. K. Makhija Independent Director

S . Name Date of Appointment Date of Resignation No.

1 Mr. S.C Parija 1st April, 2014 -

2 Mr. U. N. Challu 1st April, 2014 24th February, 2015

3 Mr. B. K. Mishra 18th July, 2014 7th July, 2015

4 Ms. Alka Khemka 1st November, 2014 -

5 Ms. Rima Dhawan 17th December, 2014 -

6 Mr. S. K. Pattanaik 1st April, 2005 31st March, 2015

7 Mr. S. K. Pattanaik 31st March, 2015 -

8 Mr. B. K. Makhija 31st March, 2015 -

19. Director's Responsibility Statement:

Pursuant to the section 134 sub-section (3) clause (c) Directors confirm and state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls and such internal financial controls are adequate and are operating effectively.

(f) 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.

20. Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees & Particulars of employees:

The information required pursuant to Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year.

a) Mr. Subash Agarwal- Chairman- 1: 23

b) Mr. Rajesh Agarwal- Managing Director- 1: 18

c) Mr. S. K. Pattanaik- Ex Director (Finance)- 1: 15

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.- 0%

iii) The percentage increase in the median remuneration of employees in the financial year- 0%

iv) The number of permanent employees on rolls of the company.

Total 806 employees as on 31st March, 2015.

v) The explanation on the relationship between average increase in remuneration and company performance.- NA

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.-NA

vii) Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over/ decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

* Variations in the market capitalization of the company: The market capitalization of the company as on 31.03.2015 was Rs. 53.36 crores and as on 31.03.2014 was Rs. 31.88 crores

* Price earnings ratio of the company: Price earnings ratio of the company as on 31.03.2015 was 8.58 and as on 31.03.2014 was 19.18.

* Percentage increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year:

The Company had come out with initial public offer (IPO) in 2010 with issue price per share of Rs. 450/-. Share price as on March 31,2015 with NSE is Rs. 35.95/- per share indicating decrease in the market quotation of shares.

viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- 0%

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company- Same response as in point vi) above .i.e. 0%.

x) The key parameters for any variable component of remuneration availed by the directors;- No Director has received any variable component of remuneration.

xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Mr. Subash Agarwal is the highest paid Director. No employee received remuneration higher than him.

xii) Affirmation that the remuneration is as per the remuneration policy of the company. The remuneration paid to employees is as per the remuneration policy of the Company.

As required under the provision of Section 197 (12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, as amended, there was no employees who have drawn salary or appointed under this category during the financial year 2014-15.

21. Company's Policy On Directors' Appointment and Remuneration Including Criteria For Determining Qualifications, Positive Attributes, Independence Of A Director And Other Matters Provided Under Sub-Section (3) Of Section 178;

The same has been provided in detail in the Corporate Governance Report attached with the board report.

22. Declaration given by independent directors under sub-section (6) of section 149;

The Company has complied with the definition of Independence as per Clause 49 of the Listing Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.

23. Industrial Relation:

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company have helped to cope with the present challenges of the Company during the year.

24. Adequacy of internal financial controls with reference to the Financial Statements. -

Management has put in place effective Internal Control Systems to provide reasonable assurance for:

* Safeguarding Assets and their usage.

* Maintenance of Proper Accounting Records and

* Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems has been provided & explained in MDA report attached with Director's report.

25. Annual Evaluation By The Board Of Its Own Performance (Including Committees and Individual Directors)

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

26. Details of significant and material orders:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

27. Particulars of Loans, Guarantees or Investments Under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

28. Particulars of Contracts or Arrangements With Related Parties Referred To In Sub-Section (1) of Section 188 In The Prescribed Form AOC-2

All related party transactions attracting compliance under Section 188 and / or Clause 49 of the Listing Agreement are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company i.e www.arssgroup.in.

The particulars of contracts entered into with related parties during the year as per Form AOC-2 is enclosed as 'Annexure-E'.

29. Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: NA

30. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of sub - Section (3) (m) section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31st March, 2015.

31. Development and Implementation of Risk Management Policy:

The Company has established risk management framework. The Company has been addressing various risks impacting the Company. In accordance with the provisions of Clause 49 of the Listing Agreement, the Board of Directors of the Company at its Meeting held on February, 2015 has constituted a Risk Management Committee and has approved the Risk Management Policy of the company. This Committee has been delegated the authority by the Board to review and monitor the implementation of the risk management policy of the Company.

32. Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises of one executive director & two Independent Directors. CSR Committee of the Board has developed a CSR Policy. Additionally, the CSR Policy has been uploaded on the website of the Company at www. arssgroup.in under CSR Policy link. Since the average profit for the last three years is in negative figures, no CSR activities was performed / undertaken by the company during the year.

33. Whistle Blower Policy of the Company

In accordance with requirement of Companies Act as well as listing agreement a vigil mechanism has been adopted by the board of directors and accordingly a whistle blower policy has been formulated with a view to provide a mechanism for employees of the company to approach Internal Auditor or Chairman of the Audit Committee of the Company to report any grievance. There were no complaints under the whistle blower during the year under review. A link to such policy is also provided in the website of the company.

34. Acknowledgement:

Your Directors would like to place on record their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, employees at all levels.

For and on behalf of the Board of Directors

Sd/- Place: Bhubaneswar (Subash Agarwal) Dated: 7th August, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Accounts of the Company for the financial year ending 31st March, 2014.

1. Financial Highlights :

(Rs. In Crores)

Particulars 2013-14 2012-13

Sales & Other Income 901.42 770.98

Profit before Depreciation, Interest and Tax 199.49 109.40

Less : Depreciation 34.95 35.60

Interest 163.10 133.81

Profit Before Tax 1.44 (60.01) Less : Tax Expenses

a) Current Year 0.30 -

b) Earlier Year - -

c) Deferred Tax (0.53) 4.56

Profit/Loss After Tax 1.67 (64.59)

Balance brought forward from previous year - -

Amount Available for Appropriation - -

Appropriations

a) Dividend - -

b) Tax on Dividend - -

c) Transfer to General Reserve - -

Balance Carried to Balance Sheet - -

Earnings per Share (In Rs.) 1.12 (43.51) (equity shares of face value of Rs. 10)

2. Operating Result :

During the year, the turnover of your Company has gone up to Rs. 901.42 from Rs. 770.98 Crores in the previous financial year with a Profit margin of Rs. 1.67 Crores as against a loss of Rs. 64.59 Crores in the previous year. The financial result under review were marginally better due to strict adherence to cost cutting, abandonment of loss making projects and proper utilization of resources.

Moreover, the infrastructure industry all over India is passing through a very tough phase and your Company is no exception to it. Your Directors expect improvement in the performance of the Company in the current year.

3. Consolidated Financial Statements:

Consolidated financial statements in terms of Section-212 of the erstwhile Companies Act,1956 read with accounting Standard AS 21, issued by the Institute of Chartered Accountants of India and as required by the Listing Agreements with Stock Exchange(s), could not be prepared due to dispute between the Company and one of its subsidiary namely ARSS Bus Terminal Private Limited. Accordingly the Management has moved Company Law Board against the subsidiary for oppression and mismanagement and a company petition no.183/2013 is pending before the Company Law Board for hearing.

4. Dividend:

Due to paucity of funds your Directors express their inability for recommendation of dividend during the year under review.

5. Order Book:

Your Company has an order book of more than Rs. 2000 Crore, which includes the following major works:

a) Supply and installation of track (excluding supply of rails) Signaling and overhead equipment (OHE) & associated equipment for 25 KV AC traction, in connection with doubling of railway line between Barang - Rajatgarh (25 KM) Cuttack Barang (12KM) and 3rd line between Barabg Khurda Road (35KM) in the State of Orissa, India with a contract value of Rs. 210.69 crores.

b) Construction of new 2 lane Highway from Km 38.00 to Km 71.00 (Length=33 Km.) in Mizoram in Phase "A" of SARDP- NE (Package-II), having a contract value of Rs. 190.18 crores.

c) Balance work of construction of Roadbed including Minor and Major Bridges, facilities and General Electrifcation for doubling of Railway line between Barang-Rajatgarh (excluding Ghantikal-Naraj Section), Cuttack- Barang and 3rd line between Barang- Bhubaneswar in the State of Orissa, having a contract value of Rs. 158.47 crores.

d) Widening to 2-lane and improvement in km 0.00 to 102.9 of Paralakhumundi -R. Udayagiri-Mohana Road (S.H.-34) under LWE Scheme, with a contract value of Rs. 153.91 Crores.

e) Construction of BRTS Corridor and development of road Contract for Package No. IIB: Sanganer Airport to 22Godam Via Rambagh crossing including Elevated Road at Durgapura (10.50 Km). (NCSL) with a contract value of Rs. 130.00Crores.

f) Construction of earthwork, bridges, supply of P-way material, supply of ballast and P-way linking for proposed private railway siding taking off from Chacher railway station to in plany yard and including inplant yard of NTPC Mauda (but excluding works within railway boundary and excluding rail over rail bridge) Dist Nagpur (M.S.) with a contract value of Rs. 114.49Crores.

g) Improvement of existing intermediate lane of NH-44 Rathachera - Chauraibari section to two lane with pavedshoulder from Km 230/200 to Km 247/000, Km 260/109 to 261/761 & Km 271/00 to 284/053 (Aggregating to = 30.279 Km) under SARDP-NE in Assam under Silchar NH-Division in State of Assam with a contract value of Rs. 104.04 Crores.

h) Earthwork in formation (excluding Blanket), minor bridges between Km 19.000 to Km. 47.000 and 3 nos. of Steelgirder bridges, 8 no.s of Road Over Bridges between Km 19.000 to Km 67.000 in connection with Angul-Sukinda new railway BG line in the state of Odisha, India. With contract value of Rs. 144.00 Crore.

i) Contract Package 3: "BOLANGIR (Excl) - TITLAGARH (Incl) section (63.193 Kms) part of SAMBALPUR-TITLAGARH Doubling in SAMBALPUR Division of East Coast Railway in the states of ORISSA, India with a contract value of Rs. 106.52 Crores.

j) Widening & Strengthening of Parvatipur - Laxmipur road (SH-51) from 12/600 to 42/830 Km, 44/280 to 53/900 Km, 54/900 to 59/200 Km and 65/180 to 68/380 Km on EPC mode with a contract value of Rs. 96.50 Crores.

6. Auditors:

M/s. P.A. & Associates, Chartered Accountants, Statutory Auditors of the Company, hold Office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

7. Report of Auditors:

Our reply to the qualifcations of Auditors in seriatim- a) In absence of working papers on physical verifcation of inventories, discrepancies, if any, between book and physical inventories could not be ascertained including effect of the same in the financial statements of the company.

Our Reply-

Physical verifcation of stock of all the locations of the Company is generally done once in a year by the auditor, appointed by the lenders. The last stock audit report dated 28.04.2014 was received on 01.05.2014. Since the report was not available on the date of statutory audit report dt. 30.04.2014, it was qualifed.

b) Interest on delayed payment of statutory dues excluding TDS has not been provided for, which has neither been quantifed nor the effect of the same on the financial statements has been ascertained.

Our Reply-

Interest on delayed deposit of TDS has been quantifed and provided for in the accounts of 2013-14. However, the interest on delayed deposit of other statutory dues could not be computed and the same is accounted for as and when the demand is raised. However, effort has been made to compute the interest liability upto 31.03.2014 and effect of the same will be given in quarterly accounts of 30.06.2014.

c) No provision has been made against performance bank guarantees invoked amounting to Rs. 89.83 Crores against the company and disputed by it.

Our Reply-

The Company has lodged claims against the said action taken by the contractees and the matter is under arbitration. Hence, no provision has been made in the books of accounts.

d) No provision has been made against claims recoverable amounting to Rs. 734.44 Crores disputed by the parties and referred for arbitration.

Our Reply-

The claim has been made based on the actual work done even though it is not acknowledged by the contractee. Since corresponding expenditure has been incurred and based on the certificates obtained from the site in charge the revenue has been recognized. The Company is pursuing the matter and shortfall if any during the settlement/ arbitration will be provided for on the date of settlement/ arbitration.

e) Revenue includes Rs. 292.44 Crores against claims raised on different parties,which has neither been acknowledged nor recoverability of which is ascertainable.

Our Reply-

As explained in the above paragraph the work has been executed even though the same has not been acknowledged by the contractee to avoid black listing. In general perception the same is recognized by the department after achievement of the milestone. However, against the above work done, the Company has lodged claim with the department and the matter is under arbitration.

f) The Company has not given effect to the loss of Fixed Assets in fre with a gross value of Rs. 3.78 Crores resulting charging of higher depreciation by Rs. 0.67 Crores and reduction in Profit by the same amount

. The gross value of fixed assets has remained higher by Rs. 3.78 crores.

Our Reply-

The amount borrowed by the Company has been restructured under the CDR mechanism and we are focusing on the key areas for the viability of the Company and events which are not material has not been considered. However, the same shall be complied during the current financial year.

g) In absence of relevant records, Contract-wise surplus/loss has neither been ascertained nor recognized in compliance with the requirements of para 34 and 35 of AS-7 "Construction Contracts" issued by the Institute of Chartered Accountants of India.

Our Reply-

The amount borrowed by the Company has been restructured under the CDR mechanism and we are focusing on the key areas for the viability of the Company and events which are not material has not been considered. However, the same shall be complied during the current financial year.

h) In absence of details of potential equity shares, diluted earning per share has not been ascertained in compliance with AS-20- "Earning per Share" issued by the Institute of Chartered Accountants of India.

Our Reply-

The amount borrowed by the Company has been restructured under the CDR mechanism and we are focusing on the key areas for the viability of the Company and events which are not material has not been considered. However, the same shall be complied during the current financial year.

i) Cost of leasehold Land has not been amortized which is not in conformity with AS-19- "Accounting for Leases" issued by the Institute of Chartered Accountants of India. Amount of amortisation not ascertained.

Our Reply-

The amount borrowed by the Company has been restructured under the CDR mechanism and we are focusing on the key areas for the viability of the Company and events which are not material has not been considered. However, the same shall be complied during the current financial year.

j) Interest amounting to Rs. 3.18 Crores on inter corporate deposits received has not been charged to Profit & Loss Account resulting in overstatement of Profit to that extent.

Our Reply-

The said loan was given by the lender for a particular PPP project with a condition to convert the same as income after occurring of the event in a future date. However, the matter is now under litigation and sub-judice since the PPP project was terminated. Hence, status quo is maintained and accounting effect of the same will be given after the verdict of the Hon''ble Court.

k) In the absence of accounts of ARSS Balajee JV, HCIL-Adhikarya-ARSS JV, HCIL-ARSSPL JV, HCIL-ARSS-Kalindee JV, ARSS-MVPL JV and HCIL-ARSSPL-Triveni JV, discrepancies, if any, between the said accounts with that of the Company is not ascertainable.

Our Reply-

The accounts of the JVs has not been fnalized. However, most of the JVs have become inoperative. The accounting effect of discrepancies if any after the fnalization of the accounts will be given at current date.

8. Directors:

During the year Mr. K.C.Raut, Nominee of State Bank of India was appointed as Nominee Director w.e.f. 10.05.2013.

Mr. Rajesh Agarwal (Managing Director) and Mr. Soumendra Keshari Pattanaik, Director (Finance) who retaires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

9. Particulars of Employees:

As required under the provision of section 217(2A) of the erstwhile Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, there was no employees who have drawn salary or appointed under this category during the financial year 2013-14.

10. Responsibility Statement:

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i) that in the preparation of Annual Accounts, the applicable Accounting Standards issued by The Institute of Chartered Accountants of India have been followed by the Company and there has been no material departure.

ii) that the Directors have selected such Accounting Policies and applied them consistently and have 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 as at 31st March, 2014 and of the Profit of the Company for the year ended on that date.

iii) that the Directors have taken Proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of Sec-209 of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. U/S 217 (1) (e):

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors ) Rules, 1988.

The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31st March, 2014.

12. Public Deposits:

Your Company has not invited any deposit from public and shareholders. So, the provisions of the Section 58A of the Companies Act, 1956 are not attracted.

13. Corporate Governance:

Your Company is committed for adopting best ethical business practices in the management within the regulatory framework applicable to it. Accountability, Disclosure and strict compliance is the essence of good corporate governance. On the one hand good corporate governance calls for accountability of the persons who are the helm of affairs of the Company and on the other hand it also brings benefits to all stakeholders of the Company such as investors, customers, employees and the society at large. Your Company continues to believe in such business practices and has been extremely transparent in providing reliable financial information and in maintaining transparency in all its business transactions and ensuring strict compliance of all applicable laws.

Your Company has adopted the requirement of Corporate Governance as prescribed under Clause 49 of the Listing Agreement and a separate section titled "Corporate Governance" has been included in the Annual Report along with "Management Discussion and Analysis Report".

14. Industrial Relation:

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company have helped to cope with the present challenges of the Company during the year.

15. Corporate Debt Restructuring (CDR):

Your directors are pleased to intimate you that the Promoters and their associated have successfully adhered to the covenants of Corporate Debt Restructuring Scheme issued by the Corporate Debt Restructuring Empowered Group by bringing in Rs. 60 Crore as their contribution with in 31.3.2014.

16. Inspection under Section 209A of the Companies Act, 1956:

The inspection of books and accounts which was carried out under Section 209A of the Companies Act,1956 by the officials of Regional Director, Eastern Region, Ministry of Corporate Affairs have been completed and the company has suitably replied the PFL issued by the Department.

17. Acknowledgement:

Your Directors would like to place on record their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, staffs and workers of the Company.

For and on behalf of the Board of Directors

Sd/- Place: Bhubaneswar (Subash Agarwal) Dated: The 30th day of April, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Accounts of the Company for the fnancial year ending 31st March, 2013.

1. Financial Highlights :

(Rs.In crores) Particulars 2012-13 2011-12

Sales & Other Income 770.98 1198.58

Proft before Depreciation, Interest and Tax 109.40 176.16

Less : Depreciation 35.60 37.91

Interest 133.81 162.08

Proft Before Tax (60.01) (23.82)

Less : Tax Expenses

a) Current Year

b) Earlier Year

c) Deferred Tax 4.56 57.80

Proft/Loss After Tax (64.59) (29.61)

Balance brought forward from previous year

Amount Available for Appropriation

Appropriations

a) Dividend

b) Tax on Dividend

c) Transfer to General Reserve

Balance Carried to Balance Sheet

Earning per Share (In) (43.51) (19.95)

(equity shares of face value of Rs. 10)

2. Operating Result :

During the year, the turnover of your Company has decreased to Rs. 770.98 Crores from Rs. 1198.58 Crores in the previous fnancial year. The loss incurred during the year was Rs. 64.59 Crores as against a loss of Rs. 29.01Crores in the previous year. The fnancial result under review were subdued which were largely attributable to higher input costs and locking of working capital in various major projects which could not be completed in time.

Moreover, the infrastructure industry all over India is passing through a very though phase and you Company is no exception to it. Your Directors expect improvement in the performance of the Company in the current year.

3. Consolidated Financial Statements:

Consolidated fnancial statements in terms of Section-212 of the Companies Act,1956 read with accounting Standard AS 21, issued by the Institute of Chartered Accountants of India and as required by the Listing Agreements with Stock Exchange(s), could not be prepared due to dispute between the Company and one of its subsidiary namely ARSS Bus Terminal Private Limited. Accordingly the Management has moved Company Law Board against the subsidiary for oppression and mismanagement and a company petition no.183/2013 is pending before the Company Law Board for hearing.

4. Dividend:

Due to paucity of funds your Directors express their inability for recommendation of dividend during the year under review.

5. Order Book:

Your Company has an order book of more than Rs.2000 Crore, which includes the following major works:

a) Construction, rehabilitation and widening of Cuttack - Paradeep road, Orissa with a contract value of Rs.259.31 crores.

b) Construction of BRTS Corridor and Development of road, Jaipur Development Authority, Rajasthan, having a contract value of Rs.104.41 crores.

c) JSPL, Angul, Orissa Project-Work Order for execution of Rail Infrastructure Work with a contract Value of Rs.261.00 Crores.

d) Construction of a new 2-lane Highway from km 38/00 to km 71/00 (length=33.0 Km) in Mizoram, with a contract value of Rs.163.11 Crores.

e) Widening to 2 lane and improvement in km 0/0 to 102/9 km of Parlakhemundi-R. Udayagiri-Mohana road (SH-34) under LWE Scheme. Orissa with a contract value of Rs.153.91Crores.

f) Construction of earthwork, bridges, supply of P-way material, supply of ballast and P-way linking for proposed private railway siding taking off from Chacher railway station to in plany yard and including inplant yard of NTPC Mauda (but excluding works within railway boundary and excluding rail over rail bridge) Dist Nagpur (M.S.) with a contract value of Rs.114.49Crores.

g) ADB Track Work Railway Work in the State of Orissa with a contract value of Rs.170.00 Crores.

h) Construction of Kaushilia Dam and appurtenant works in panchkula district. With contract value of Rs.120.00 Crore.

i) Improvement of existing single intermediate lane of NH-44 to two lane with paved shoulders from km 230/200 to km 247/00, km 261/504 in the State of Assam with a contract value of Rs.104.05Crores.

j) Two laning without paved Shoulder of Developing of road project in the state of Madhya Pradesh from Damoh- Bhatlyagarh-Baxwaha-Hirapur. (SH-37) with a contract value of Rs.122.74 Crores.

k) MP State Road Project Manwar -Mangod (Bandheri) Road & Sardarpur -Rajgarh - Bagh Road PKG-4, with a contract value of Rs.117.70Crores.

l) Execution of Balance Work of Construction of Roadbed including minor bridges and major bridges, facilities and general electrifcation for doubling of Railway line between Barang – Rajathgarh (excluding Ghantikhal – Naraj Section), Cuttack – Barang and 3rd line between Barang – Bhubaneswar in the state of Odisha, India with contract value of Rs.105.17 Crores.

6. Auditors:

M/s. P.A. & Associates, Chartered Accountants, Bhubanewar Statutory Auditors of the Company, hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for reappointment within the meaning of Section 226 of the said Act.

7. Report of Auditors:

The notes on accounts and observations of the Auditors in their report on the accounts of the Company are self explanatory except Para. 2(b) and (e), which calls for further explanation. These are as follows- 2(b)(i)-In the absence of working papers on physical verifcation of inventories, discrepancies, if any, between book and physical inventories could not be ascertained including effect of the same in the fnancial statement of the Company.

Physical verifcation of stocks of all our sites are not feasible on quarterly basis, because the company is operating from more than 100s sites all over India. As regular verifcation is not possible in all sites, we are conducting it in a phased manner and giving effect of the same in the annual accounts.

2(b) (ii)-Interest on delayed payment of statutory dues has not been provided for, which has neither been quantifed nor the effect of the same on the fnancial statements has been ascertained.

Interest on Statutory dues are quantifed and given effect annually in the Balance Sheet of the Company but in quarterly accounts it has not been given effect. The Management will take care the issue in future quarterly accounts.

2(b)(iii)-No provision has been made against performance Bank Guarantees invoked amounting to Rs.59.40 Crores against the Company and disputed by it.

The matter is sub-judice and are in the process of arbitration. Hence, no provision has been made.

2(b)(iv)-No provision has been made against sundry debtors amounting to Rs.442.16 Crores disputed by the parties and referred for arbitration.

The Company has not considered any of the existing debtors as doubtful as the matter is sub-judice and taking all due care to realize the same.

2(e)-The Balance Sheet ,Statement of Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act,1956 except Accounting Standard 2 (Valuation of Inventories) issued by the Institute of Chartered Accountants of India as stated in Para.2(b)(i).

Regular physical verifcation of stocks in sites is not possible as the Company is executing more than 100 sites all over India and it is being conducted in a phased manner. The Management will take care of the matter to have a regular check of stocks in all sites and veryfy by a third party agency approved by (CDR EG)

8. Directors:

During the year Mr. Bommana Ramesh Babu and Mr. Parmod kumar Sharma were appointed as Nominee Director w.e.f. 10.11.2012. Mr. U.N.Challu who retires by rotation in terms of Section 255 of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

9. Particulars of Employees:

As required under the provision of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are given below :

10. Responsibility Statement:

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confrms:

i) that in the preparation of Annual Accounts, the applicable Accounting Standards issued by The Institute of Chartered Accountants of India have been followed by the Company and there has been no material departure.

ii) that the Directors have selected such Accounting Policies and applied them consistently and have 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 as at 31st March, 2013 and of the proft of the Company for the year ended on that date.

iii) that the Directors have taken Proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of Sec-209 of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. U/S 217 (1) (e):

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors ) Rules, 1988.

The Company has neither earned any income nor incurred any expenditure in foreign currency during the fnancial year ended 31st March, 2013.

12. Public Deposits:

Your Company has not invited any deposit from public and shareholders. So, the provisions of the Section 58A of the Companies Act, 1956 are not attracted.

13. Corporate Governance:

Your Company is committed for adopting best ethical business practices in the management within the regulatory framework applicable to it. Accountability, Disclosure and strict compliance is the essence of good corporate governance. On the one hand good corporate governance calls for accountability of the persons who are the helm of affairs of the Company and on the other hand it also brings benefts to all stakeholders of the Company such as investors, customers, employees and the society at large. Your Company continues to believe in such business practices and has been extremely transparent in providing reliable fnancial information and in maintaining transparency in all its business transactions and ensuring strict compliance of all applicable laws.

Your Company has adopted the requirement of Corporate Governance as prescribed under Clause 49 of the Listing Agreement and a separate section titled "Corporate Governance" has been included in the Annual Report along with "Management Discussion and Analysis Report".

14. Industrial Relation:

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company have helped to cope with the present challenges of the Company during the year.

15. Acknowledgement:

Your Directors would like to place on record their appreciation for assistance and co-operation received from the fnancial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, staffs and workers of the Company.

For and on behalf of the Board of Directors

Place : Bhubaneswar (Subash Agarwal)

Dated : The 11th day of May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twelveth Annual Report together with the Audited Accounts of the Company for the financial year ending 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

(Rs. In crores)

Particulars 2011-12 2010-11

Sales & Other Income 1198.58 1257.47

Profit before Depreciation, Interest and Tax 176.16 279.22

Less : Depreciation 37.91 28.22

Interest 162.08 99.03

Profit Before Tax (23.82) 151.97

Less : Tax Expenses

a) Current Year - 30.23

b) Earlier Year - -

c) Deferred Tax 5.79 9.57

Profit/Loss After Tax (29.61) 112.17

Balance brought forward from previous year - 169.97

Amount Available for Appropriation - 282.14

Appropriations

a) Dividend - 1.48

b) Tax on Dividend - 0.24

c) Transfer to General Reserve - 1.48

Balance Carried to Balance Sheet - 278.93

Earning per Share (In Rs.) (equity shares of face value of Rs. 10) - 75.57

2. OPERATING RESULT

During the year, the turnover of your Company has decreased to Rs. 1198.58 crores from Rs. 1257.00 crores in the previous financial year. The loss incurred during the year was Rs. 29.61 crores as against a profit of Rs. 112.17 crores in the previous year. The financial result under review were subdued which were largely attributable to higher input costs and locking of working capital in various major projects which could not be completed in time.

Moreover, the infrastructure industry all over India is passing through a very tough phase and your Company is no exception to it. Your Directors expect improvement in the performance of the Company in the current year,

3. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements, prepared in accordance with accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, and as required by the Listing Agreement are attached and form part of the Annual Report and Accounts.

4. DIVIDEND

Due to paucity of funds your Directors express their inability for recommendation of dividend during the year under review.

5. ORDER BOOK

Your Company has an order book of more than Rs. 3000.00 crore, which includes the following major works:

a) Construction, rehabilitation and widening of Cuttack

- Paradeep road, Orissa with a contract value of Rs. 208.27 crores.

b) Construction of BRTS Corridor and Development of road, Jaipur Development Authority, Rajasthan, having a contract value of Rs. 104.41 crores.

c) JSPL, Angul, Orissa Project-Work Order for execution of Rail Infrastructure Work with a contract Value of Rs. 261.00 crores.

d) Construction for widening and strengthening of existing carriageway to two lane for Chandbali-Bhadrak-Anadpur (Km 0/0 to Km 45/0 of SH-9 and Km 0/0 to Km 50/0 of SH-53), Orissa, having a contract value of Rs. 216.23 crores.

e) Widening and Strengthening of Existing Carriageway to 2 lane for Bhawanipatna to Khariar (2/0 Km to 70/0 Km SH- 16), Orissa, with a contract Value of Rs. 105.51 crores.

f) Construction of a new 2-lane Highway from km 38/00 to km 71/00 (length=33.0 Km) in Mizoram, with a contract value of Rs. 163.11 crores.

g) Widening to 2 lane and improvement in km 0/0 to 102/9 km of Parlakhemundi-R. Udayagiri-Mohana road (SH-34) under LWE Scheme. Orissa with a contract value of Rs. 153.91 crores.

h) Construction of earthwork, bridges, supply of P-way material, supply of ballast and P-way linking for proposed private railway siding taking off from Chacher railway station to in plany yard and including inplant yard of NTPC Mauda (but excluding works within railway boundary and excluding rail over rail bridge) Dist Nagpur (M.S.) with a contract value of Rs. 114.49 crores.

i) Improvement of existing single intermediate lane of NH-44 to two lane with paved shoulders from km 230/200 to km 247/00, km 261/504 in the State of Assam with a contract value of Rs. 104.05 crores.

j) Two laning without paved Shoulder of Developing of road project in the state of Madhya Pradesh from Damoh- Bhatlyagarh-Baxwaha-Hirapur. (SH-37) with a contract value of Rs. 122.74 crores.

k) 4/2 laining of Remuli-Roxy-Rajamunda section of NH-215 from 163-269 in the state of Odisha, with a contract value of Rs. 200.00 crores.

l) MP State Road Project Manwar -Mangod (Bandheri) Road & Sardarpur -rajgarh - Bagh Road PKG-4 , with a contract value of Rs. 117.70 crores.

m) Strengthening, Widening, Maintaining and operating of Sijhata-Hinoti-Malgaon-Khamriya, Ater-Poudi-Mharajpur- Parsamaniya & Managawar-Kehunthpur Roads (MDR Package-X) on BOT (annuity) Basis, with a contract value of Rs. 100.00 crores.

n) Strengthening, Widening, Maintaining and operating of Phoolsagar-Niwas-Shahpur Road (MDR Package-VII) on BOT (annuity) Basis, with a contract value of Rs. 155.00 crores.

6. AUDITORS

M/s. P.A. & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

7. REPORT OF AUDITORS

The notes on accounts and observations of the Auditors in their report on the accounts of the Company are self explanatory except clause no.4.2 which calls for further explanation. These are as follows;

Profit from HCIL-Adhikaria-ARSSPL JV has been ascertained on the basis of Provisional Accounts as on 31.03.2012 and also for earlier years instead of audited accounts, which is not in accordance with Accounting Standard -27,"Financial Reporting of Interest in Joint Ventures" issued by The Institute of Chartered Accountants of India.

HCIL-Adhikaria-ARSS,an international JV,a partner of the Company, which prepare their accounts in a different basis for a different period than our Company. As their accounts are not yet finalised, the profit from the JV has been considered on provisional basis. This is beyond the control of the management and the Company does not expect any substantial deviations in the audited accounts.

8. DIRECTORS

During the year Mr. Dipak Kumar Dey resigned from the Board of Directors of the Company w.e.f 07.02.2012 due to his other pre occupations and in his place Mr.Upendra Nath Challu was appointed as an Independent Director on the same date. Mr. S.C. Parija who retires by rotation in terms of Section 255 of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of Mr. S.C. Parija proposed to be reappointed, nature of his experience and names of the companies in which he holds directorship and membership are provided in the Notice for convening the Annual General Meeting.

9. PARTICULARS OF EMPLOYEES

As required under the provision of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are given below :

Sr. Name of the Designation Qualification Age in No person years

1 Subash Agarwal Executive B. Com 47 Chairman

2 Rajesh Agarwal Managing B.E. Civil 37 Director

3 Sunil Agarwal President & CEO B.Com 36

4 Anil Agarwal Sr. VP & COO B.Com 43

5 S.K.Pattanaik Director (Finance) M.Com, MBA Finance, LLB 42

6 S. K. Singla VP & Project B. Tech, Civil 47 Head

7 M.K. Banerjee Chief Operating BE Civil, PGDBM 60 Officer

8 Balvir Singh Executive Vice BE Civil 49 President Civil

9 C.J. Soni Sr. Vice President Diploma Civil 51 Projects

10 Jitu Mishra Vice President Vice President - HR 38 (HR)

11 P.Mithivanan Head Asset B.E- Mech 62 Management

12 M.P.S. Yadav Sr. General A.M.I.E- Civil 43 Manager

13 H.K. Gupta Sr. General B.E. Civil 47 Manager Project

14 Abdul Aziz General Manager B.Sc. Engg - Civil 43 Project

15 B.K. Sahoo Chief Engineer B.E. Civil 70 Civil

16 Malay Sarkar Project Manager B.E. Civil 55

Name of the Person Date of Experience Gross Remuneration Joining (No of (Per Month Rs. In Lacs) years)

Subash Agarwal 05/11/2007 21 15.00

Rajesh Agarwal 01/10/2006 16 14.00

Sunil Agarwal 01/04/2005 13 3.00

Anil Agarwal 01/04/2006 17 3.00

S K Pattanaik 01/04/2005 18 2.50

S K Singla 01/07/2006 18 3.50

M K Banerjee 11/07/2011 36 4.75

Balvir Singh 27/04/2011 27 3.00

C J Soni 16/12/2010 30 3.00

Jitu Mishra 11/05/2011 15 2.50

P Mithivanan 16/06/2011 38 2.00

M P S Yadav 04/11/2011 23 2.25

H K Gupta 14/12/2011 27 2.20

Abdul Aziz 1/02/2011 19 2.00

B K Sahoo 07/11/2006 43 2.10

Malay Sarkar 28/11/2008 55 2.00

10. RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i) that in the preparation of Annual Accounts, the applicable Accounting Standards issued by the Institute of Chartered Accountants of India have been followed by the Company and there has been no material departure,

ii) that the Directors have selected such Accounting Policies and applied them consistently and have 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 as at 31st March, 2012 and of the Profit and Loss of the Company for the year ended on that date.

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Sec-209 of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

U/S 217 (1) (e)

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors ) Rules, 1988.

The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31st March, 2012.

12. PUBLIC DEPOSITS

Your Company has not invited any deposit from public and shareholders. So, the provisions of the Section 58A of the Companies Act, 1956 are not attracted.

13. CORPORATE GOVERNANCE

Your Company is committed for adopting best ethical business practices in the management within the regulatory framework applicable to it. Accountability, Disclosure and strict compliance is the essence of good corporate governance. On the one hand good corporate governance calls for accountability of the persons who are the helm of affairs of the Company and on the other hand it also brings benefits to all stakeholders of the Company such as investors, customers, employees and the society at large. Your Company continues to believe in such business practices and has been extremely transparent in providing reliable financial information and in maintaining transparency in all its business transactions and ensuring strict compliance of all applicable laws.

Your Company has adopted the requirement of Corporate Governance as prescribed under Clause 49 of the Listing Agreement and a separate section titled "Corporate Governance" has been included in the Annual Report along with "Management Discussion and Analysis Report".

14. INDUSTRIAL RELATION

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organisation and solidarity with the management of the Company have helped to achieve better performance during the year.

15. ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, staffs and workers of the Company.

For and on behalf of the Board of Directors

(Subash Agarwal)

Chairman

Place : Bhubaneswar

Dated : The 14th day of May, 2012


Mar 31, 2009

The Board of Directors has pleasure in presenting the ninth Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2009.

1. FINANCIAL REPORTS

Rs. in crores

2008-09 2007-08

Revenue 624.38 313.67

Profit before Depreciation, Interest & Tax 104.96 51.21

Less: Depreciation 7.35 3.95

Less: Interest 27.02 9.42

Profit Before Tax 70.59 37.84

Less: Income Tax For current year 19.48 10.48

(including provision for Deferred Tax and Fringe Benefit Tax)

For earlier years 1.03 0.27

Profit After Tax 50.09 27.10

Surplus Brought Forward 40.23 14.91

Profit Available for Appropriation 90.31 42.01

Transfer to General Reserve 2.50 0.31

Utilisation on Bonus issue Dividend & Dividend Tax 1.47 1.47

Surplus Carried Forward 86.34 40.23

Earning per Share (in Rs.) (equity shares of face value of Rs. 10) 39.90 23.77

2. OPERATIONS

It gives me immense pleasure to bring into your kind attention that the Company has recorded the highest ever turnover of Rs. 624.38 Crores as compared to Rs. 313.67 Crores for the previous year. The Company has also earned a substantially higher after tax profit of Rs. 50.09 Crores for the year as against Rs. 27.10 Crores in the previous year.

During the year, the Company has executed many prestigious contracts and has also been awarded with a number tenders for execution. Your Companys operating parameters have also shown further improvements. During the year your Company has executed projects on Pan India basis and expects to grow at a faster rate.

3. ORDER BOOK

The Company has been awarded with work worth more than Rs. 2,500 crore, which includes the following major assignments:

a) Construction, rehabilitation and widening of Cuttack - Paradeep road, Orissa with a contract value of Rs. 208.27 crores.

b) Construction of road bed, bridges, facilities and general electrification for the Construction of new broad gauge line between Haridaspur and Paradeep, Orissa, with a contract value of Rs. 110.24 crores.

c) Construction of BRTS Corridor and Development of road, Jaipur Development Authority, Rajasthan, having a contract value of Rs. 159.02 crores.

d) Construction and four laning of the Singaperumal - Koil - Sriperumpudur road, Tamil Nadu, with a contract value of Rs. 102.26 crores.

e) Construction of new broad gauge line, bridges, earthwork cuttings, road over bridges, road under bridges and sub ways between Salem-Karur, Chennai, having a contract value of Rs. 51.39 crores.

f) Irrigation and canal work for construction of Bahragora distributry main canal, earthwork, lining in Jharkhand, with a contract value of Rs. 35.63 crores.

g) JSPL, Angul Project-Work Order for execution of Rail Infrastructure Work, Orissa, with a contract Value of Rs.261.00 Crores.

h) Construction for widening and strengthening of existing carriageway to two lane for chandbali-Bhadrak- anadpur (Km 0/0 to Km 45/0 of SH-9 and Km 0/0 to Km 50/0 of SH-53), Orissa, having a contract value of Rs.216.23 Crores.

i) Widening and Strengthening of Existing Carriageway to 2 lane Bhawanipatna to Khariar (2/0 Km to 70/0 Km SH-16), Orissa, with a contract Value of Rs.105.51 Crores.

j) Construction for widening and strengthening of existing carriageway to two lane for Berhampur to taptapani (Km 0/0 to Km 41/0 of SH-17) Orissa, with a contract Value of Rs.81.97 Crores.

4. IPO

The Company had filed the Draft Red Herring Prospectus (DRHP) with SEBI on 25/02/2008. It is a matter of pleasure that SEBI vide their letter dated 2"d January, 2009 have approved the DRHP and have given their consent to bring the IPO within one year from the date of approval. The Company is in the process of compiling with the essential prerequisites of IPO and the same is expected to materialize shortly.

5. AUDITORS

The auditors, M/s. PA. and Associates, Chartered Accountants who retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

6. REPORT OF AUDITORS

The notes on accounts and observations of the Auditors in their report on the accounts of Company are self explanatory except clause no. 4.2 (a) and (b) which call for further explanation. They are as follows;

a) Provision of Rs. 14.00 Lakhs on account of retirement gratuity has been made on adhoc basis in the absence of actuarial valuation which is being undertaken by the Company. The Company also proposes to create a Trust for the employees to implement the gratuity scheme expected to be completed within next year. Moreover, there are very few employees who have completed 5 years of service with the Company thereby reducing the total retirement benefit liabilities and the provisions made are adequate.

b) ARSS- HCIL- Adhikaria, an international JV, a partner of the Company, who prepare their accounts in a different basis for a different period than our Company. As their accounts are not yet finalized, the profit from the JV has been considered on provisional basis. This is beyond the control of the management and the Company does not except any material deviations in the audited accounts.

7. DIVIDEND

Your Directors have recommend a dividend of 10% on Equity Shares. The outgo on account of the dividend will be Rs. 125.54 Lacs and dividend distribution tax will be Rs. 21.35 Lacs, aggregating to Rs. 146.89 Lacs. The dividend is tax free in the hands of the share holders as the tax on dividend would be borne by the Company.

8. DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 read with the clause 129 of the Articles of Association of the Company, Mr. S.S. Chakraborty and Mr. Dipak Kumar Dey retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Brief resumes of the Directors proposed to be reappointed, nature of their experience and names of the companies in which they hold directorship and membership are provided in the Notice for convening the Annual General Meeting.

9. PARTICULARS OF EMPLOYEES

During the financial year 2008-09, there were three employees in the Company drawing a gross remuneration in excess of the limit prescribed as per Section-217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Details of which are given below;

Sl Name of the Age Designation Gross No person in Remuneration years (Rs.)

1. Mr. SubashAgarwal 44 Executive 60,00,000 Chairman

2. Mr. RajeshAgarwal 36 Managing Director 32,80,000

3. Mr. B.L. Bisnoi 46 Project Head 24,00,000

Name of the Experience Date of person (No of years) commencement of employment

Mr. Subas Agarwal 18 05/11/2007

Mr. Rajesh Agarwal 13 01/10/2006

Mr. B.L. Bisnoi 22 01/10/2008

10. RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors make the following responsibility statements:

i) that In the preparation of Annual Accounts, the applicable Accounting Standards issued by The Institute of Chartered Accountants of India have been followed by the Company along with proper explanation relating to material deviations( if any).

ii) that the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2008-2009 and of the profit of the Company for that period,

iii) that the Directors have taken Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS and OUTGO ETC. U/S 217(1)(e) During the year under review, the Company has taken adequate measures for conservation of energy and also has not absorbed any technology absorption whatsoever in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988.

The Company has neither earned nor incurred any expenditure in foreign currency during the year ended 31* March2009.

12. PUBLIC DEPOSITS

Your Company has not invited any deposits from public and Shareholders. So, the provisions of the Section 58A of the Companies Act, 1956 are not attracted.

13. CORPORATE GOVERNANCE

Your Company has voluntarily adopted the requirement of corporate governance as prescribed under clause 49 of the Listing Agreement even though it is not applicable to the Company and a separate section titled

"Corporate Governance" has been included in the Annual Report along with Management Discussion and Analysis Report and Shareholders information report.

14. INDUSTRIAL RELATION

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company have been able to achieve better performance during the year.

15. ACKNOWLEDGEMENT

The Board of Directors acknowledge with deep appreciation the co-operation received from the Govt, of Orissa particularly the Ministry of Works, Govt, of India and Ministry of Railways. We are also highly appreciative of the support rendered by our bankers, employees and all business associates of the Company. Your Directors also thankfully acknowledge the faith reposed by all the investors, in respect of which the contribution by State Bank of India deserves a special mention.

The Board wishes to place on records its appreciations for efforts and contributions made by the employees at all level, which made the significant achievement by your Company possible.

For and on behalf of the Board of Directors

Place: Bhubaneswar (Subash Agarwal)

Dated: The 8th day of May, 2009 Chairman




Mar 31, 2008

The Board is pleased to present the eighth Annual Report together with the Audited Accounts for the year ended 31st March, 2008

Rs. in lacs

1. FINANCIAL REPORTS

2007-08 2006-07

Revenue 3,15,50.32 1,33,83.21

Profit before Depreciation, Interest & Tax 5,120.67 1,949.95

Less: Depreciation 395.01 175.10

Less: Interest 941.63 375.59

Profit Before Tax 3,784.03 1,399.26

Less: For current year Income Tax 1,047.66 451.82

(including provision for Deferred Tax and Fringe Benefit Tax)

For earlier years 26.58 -

Profit After Tax 2,709.79 947.45

Surplus Brought Forward 1,491.32 771.93

Profit Available for Appropriation 4,201.10 1,719.38

Transfer to General Reserve 31.39 -

Utilisation on Bonus issue - 228.06

Dividend & Dividend Tax 146.88 -

Surplus Carried Forward 4,022.84 1,491.32

Earning per Share (equity shares of face value of Rs. 10) 23.77 10.50

2. OPERATIONS

For the year the Company recorded the highest ever turnover of Rs. 312.58 Crore as compared to Rs. 133.01 Crore for the previous year. The Company also earned a substantially higher after tax profit of Rs. 27.10 Crore for the year as against Rs. 9.47 Crore in the previous year.

3. PROJECTS UNDER IMPLEMENTATION

During the year under review, the overall economic situation continued to be buoyant which provided tremendous opportunities for expansion. The Company has been awarded with works worth more than Rs. 1,200 crore, which includes the following major assignments:

a) Construction, rehabilitation and widening of Cuttack - Paradeep road, Orissa. Contract value Rs. 208.27 crores.

b) Construction of road bed, bridges, facilities and general electrification for the Construction of new broad gauge line between Haridaspur and Paradeep, Orissa. Contract value Rs. 110.24 crores.

c) Construction of BRTS Corridor and Development of road, Jaipur Development Authority, Rajasthan. Contract value Rs. 159.02 crores.

d) Construction of new broad gauge line, bridges, earthwork cuttings, road over bridges, road under bridges and sub ways between Salem-Karur, Chennai. Contract value Rs. 51.39 crores.

e) Irrigation and canal work for construction of Bahragora distributry main canakearthwork, lining in Jharkhand. Contract value Rs. 35.63 crores

4. IPO

The Company has filed Draft Red Herring Prospects (DRHP) with SEBI for IPO which is expected to be launched in the month of August2008. Meanwhile the Company has also filed application with NSE and BSE to get the approval for listing. BSE has already given in principle approval, subject to certain statutory compliances.

5. PREFERENTIAL ISSUE

As approved by the members in their Extra-Ordinary General Meeting held on 28* December,2007 the Company has issued and allotted on 4* January,2008 on Preferential Basis, 10,00,000 Equity Shares of Rs. 10/- each for cash at a premium of Rs. 305/- per share to State Bank of India. Besides this the Company has also issued Equity Shares at different dates at different premiums to various investors.

6. AUDITORS

The auditors, M/s. PA. & Associates, Chartered Accountants who retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

7. DIVIDEND

The Board of Directors declared interim dividend of 10% on equity capital, which has already been paid to the share holders in terms of approval of the Board in their meeting held on 14* March2008. Your Directors express their inability to propose further dividend owing to substantial investment in fixed assets for the existing works in hand.

8. DIRECTORS

Mr. Devan Jitendra Mehta was appointed as a Director of this Company on 26* July 2007 and resigned effective from 18* September, 2007 due to his pre occupation. Mr. Sunil Agarwal, Mr. B. L. Agarwal and Mr. S. K. Singla resigned from the Board effective from 31st October, 2007 as a part of restructuring process of the Board of Directors to make it broad based. The Board wishes to place on record its appreciation for the valuable contribution made by them during their tenure as member of the Board.

In accordance with the Articles of Association of the Company, Mr. S.K.Pattanaik retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Mr.Subash Agarwal was appointed as an Additional Director of the Company w.e.f. 5* November2007 till conclusion of the ensuing Annual General Meeting. The Company has received a notice under Section 257(1) of the Companies Act, 1956, in writing from a member proposing the candidature of Mr. Subash Agarwal for the office of Director not liable to retire by rotation along with the deposit of Rs 500/- each prescribed under the said section.

Dr.B.Samal, Mr.S.C.Parija, Mr. S.R.Choudhuri and Mr. Dipak Kumar Dey were appointed as an Additional Directors of the Company w.e.f. 27* November2007 upto the conclusion of the next Annual General Meeting . The Company has received notices under Section 257(1) of the Companies Act, 1956 in writing from a member proposing the candidature of Dr.B.Samal, Mr.S.C.Parija, Mr. S.R.Choudhuri and Mr. Dipak Kumar Dey for the office of Director liable to retire by rotation along with deposits of Rs 500/- each prescribed under the section.

9. PARTICULARS OF EMPLOYEES

During the financial year 2007-08 there were two employees in the Company drawing a gross remuneration in excess of the limit fixed as per Section-217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Details of which are given below;

Sl Name of the Age Designation Gross No person in Remuneration years (Rs.)

1. Mr. Subash Agarwal 43 Executive 10,00,000 Chairman

2. Mr. Rajesh Agarwal 35 Managing Director 29,70,000

Name of the Experience Date of Previous person (No of years) commencement Employment of employment

Mr. Subash Agarwal 17 05/11/2007 Nil

Mr. Rajesh Agarwal 12 01/10/2006 Nil

10. RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors make the following responsibility statement:

i) That In the preparation of Annual Accounts, the applicable Accounting Standards have been followed by ARSS Infrastructure Projects Ltd. along with proper explanation relating to material departures except AS -15, Accounting for Retirement Benefits in the Financial Statements of Employers and AS-27, Financial Reporting of Interests in Joint Venture issued by the Institute of Chartered Accountants of India,

ii) That The Directors had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2007-2008 and of the profit of the Company for that period,

iii) That the Directors had taken Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

iv) That the Directors had prepared the Annual Accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO ETC. U/S217(l)(e).

During the year under review the Company has taken adequate measures for conservation of energy and also has not absorbed any technology absorption whatsoever in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988.

The Company has neither earned nor incurred any expenditure in foreign currency during the year ended 31*March2008.

12. PUBLIC DEPOSITS

Your Company has not invited any deposits from public and Shareholders in accordance with the Section 58 A of the Companies Act, 1956.

13. AUDIT COMMITTEE

The Board of Directors of the Company have constituted an Audit Committee, as per the provisions of Section 292A of the Companies Act 1956. in their meeting held on November 27, 2007.

The Committee consists of 3 members:

i. Mr. Swarup Chandra Parija (Chairman)

ii. Dr.BidhubhusanSamal

iii. Mr.SujitRanjanChaudhuri

All the above members of the Audit Committee are Non-Executive Independent Directors.

14. SHAREHOLDERS GRIEVANCE COMMITTEE

Your Company has constituted a Shareholders Grievance Committee. The constitution of the Committee was approved by a meeting of the Board of Directors held on November 27, 2007.

The Committee consists of 3 members:

i. Dr.BidhubhusanSamal (Chairman)

ii. Mr.SujitRanjanChaudhuri

iii. Mr. Dipak Kumar Dey

All the above members of the Shareholders Grievance Committee are Non-Executive Independent Directors.

15. CORPORATE GOVERNANCE

Your Company has voluntarily adopted the requirement of corporate governance as prescribed under clause 49 of the Listing Agreement and a separate section titled "Corporate Governance" has been included in the Annual Report along with Management Discussion and Analysis Report and Shareholders information report.

16. INDUSTRIAL RELATION

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company has been able to achieve better performance during the year.

17. ACKNOWLEDGEMENT

The Board of Directors acknowledge with deep appreciation the co-operation received from the Govt, of Orissa particularly the Ministry of Works, Govt, of India, particularly Ministry of Railways, Employees and all business associates of the Company. Your Directors also thankfully acknowledge all the Investors more particularly the State Bank of India for reposing faith in the Company.

The Board wishes to place on records its appreciations for efforts and contributions made by the employees at all level which made possible the significant achievement by your Company.

For and on behalf of the Board of Directors

Place: Bhubaneswar (Subash Agarwal)

Dated: The 5th day of May, 2008 Chairman




Mar 31, 2006

The last year was an eventful year for ARSS as your Company attained new heights on several fronts. The momentum in the growth that was evident over the last few years has gained in strength.

It gives me immense pleasure to present to you, on behalf of the Board of Directors, the 6th Annual Report on the activities of your company, together with the Audited Accounts for the Financial Year 2005-2006.

1. Operating Result :

The operating results of the company for the year are as follows :

(Rs. in lakhs)

For the year For the year Ended Ended 31.03.06 31.03.05 (Rs. in lacs) (Rs. in lacs)

Profit/(Loss) for the year after meeting all expenses 544.54 318.91

But before providing for depreciation

Depreciation for the year 116.03 148.78

Profit / (Loss) for the year 428.51 170.13

Less : Provision for Income Tax 95.93 50.55

Less/ADD : Deferred Tax 4.39 12.70

: Fringe benefit tax 2.31

Profit/(Loss) after Tax 325.88 106.88

Add : Profit brought forward from Previous year 245.69 139.01

Less : Adjustment of tax of previous year 0.11 0.20

ADD : Depreciation written off 200.46

Balance of profit/(Loss) carried forward to next year account 771.92 245.69

2. Performance & Highlights

Your company has completed yet another significant year, one in which it has sustained and consolidated its position in the industry, amidst flux in every segment of the business environment, notwith-standing the fact that the overall trading volume this year 2005-2006 (including other income) has been Rs. 60,76,47,597.00 as compared to Rs. 29,68,55,644.00 (including other income) in the financial year 2004-05, Your company earned a profit before tax (After interest and depreciation) of Rs. 4,28,50,664.00, as against Rs.1,70,13,036.00 in the previous year.

3. Particulars of the Employees

During the financial year 2005-06 no employee was in respect of gross remuneration in excess of Rs.24.00 lacs per annum or Rs. 2.00 lacs per month was employed either for full or part of the year as per Section-217 (2A) of the Companies Act, 1956 read with the companies (Particular of Employees) Rules, 1975.

4. Auditors

The auditors Messers K.C. Jena & Co. Chartered Accountants was appointed as Statutory Auditors of the Company for the Financial Year 2005-2006 by the Shareholders in the 5th Annual General Meeting of the Company. The Statutory Auditors have audited the Accounts of the Company for the year ended 31st March, 2006. Audited Accounts together with the Auditors Report thereon are annexed to this Report. It is gratifying to note that there are no qualifying remarks from statutory Auditors on the Accounts of the Company. With substantial growth in your Companys operations the Board of Directors recommends the appointment of a leading audit firm. The tenure of the present auditors, M/s K.C. Jena & Co, Chartered Accountants, expires at the conclusion of the ensuing Annual General Meeting. Your Board of Directors has recommended the appointment of M/s P.A. & Associates, one of the leading audit firms as statutory auditors of the Company. The appointment of M/s P.A. & Associates is appearing as Item No. 3 in the Notice of the ensuing Annual General Meeting requiring special notice as per Section 190 of the Companies Act, 1956.

The Board would record their appreciation of the assistance and guidance provided by them during their long tenure with the company.

The appointment of Messers P.A. & Associates, Chartered Accountants as Auditors of the company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the company on such remuneration as may be fixed by the board.

Messers P.A. & Associates, Chartered Accountants have furnished a certificate to the company that their appointment will be in accordance with the limits specified in subsection (1B) of Section 224 of the companies Act 1956. You are requested to consider to their appointment.

5. Dividend

With a view to conserve the liquid resources and to strengthen the companys activities. The director have decided to written the internal accruals and therefore do not recommend any dividend for the financial year 2005-2006.

6. Responsibility statement

In pursuance of Section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement :

i) That in the preparation of Annual Accounts, the applicable accounting Standards have been followed by ARSS Infrastructure Projects Ltd. along with proper explanation relating to material departures.

ii) That The Directors had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 2005-2006 and of the profit of and loss of the company for that period.

iii) That the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities and

iv) That the directors had prepared the Annual Accounts on a going concern basis.

During the financial year 2005-2006 the company has not hired any technology whatsoever.

The company has neither earned nor incurred any expenditure in foreign exchange during the financial year 2005-2006.

8. Public Deposits :

Your company has not invited any deposits to public-Shareholders in accordance with the Sec. 58 A of the Companies Act 1956.

ACKNOWLEDGEMENT

The Board of Directors acknowledged with deep appreciation the cooperation received from the Govt. of Orissa particularly the Ministry of Power, State Electricity Board, State Govt., Govt. of India, particularly Ministry of Railways, South Eastern Railway.

Your Directors cherish the continued support extended by customers, investors, bankers, business associates, and various governmental and regulatory agencies. Your Directors commend the dedication of the Associates at all levels in enabling the Company to achieve phenomenal growth during the year.

The Board wishes to place on records its appreciations for efforts and contributions made by the employees at all level which made possible the significant achievement by your company.

For and on behalf of the Board of Directors

Sd/-

( Chairman & Managing Director)

Place : Bhubaneswar Dated : 02-09-2006


Mar 31, 2005

It gives me pleasure to present to you, on behalf of the Board of Directors, the 5th Annual Report on the activities of your company, together with the Audited Accounts for the Financial Year 2004- 2005.

1. Operating Result

The operating results of the company for the year are as follows :

(Rs. in lakhs)

For the year For the year Ended Ended 31.03.05 31.03.04 (Rs. in lacs) (Rs. in lacs)

Profit/(Loss) for the year after meeting all expenses 318.91 163.54 But before providing for depreciation

Depreciation for the year 148.78 75.44

Profit / (Loss) for the year 170.13 88.10

Less : Provision for Income Tax 50.55 24.81

Less : Deferred Tax 12.70 6.63

Profit / (Loss) after Tax 106.88 56.66

Add : Profit brought forward from Previous year 139.01 82.36

Less : Adjustment of tax of previous year 0.20 -

Balance of profit / (Loss) carried forward to next year account 245.69 139.01

2. Performance & Highlights

Your company has completed yet another significant year, one in which it has sustained and consolidated its position in the industry, amidst flux in every segment of the business environment, notwith-standing the fact that the overall trading volume this year (including other income) has been Rs. 29,57,77,455.00 as compared to Rs. 13,07,96,435.00 (including other income) in the financial year 2003-04, Your company earned a profit before tax (After interest and depreciation) of Rs. 1,70,13,036.00, as against Rs.88,09,528.00 in the previous year.

3. Particulars of the Employees

During the financial year 2004-05 no employee was in respect of gross remuneration in excess of Rs.24.00 lacs per annum or Rs. 2.00 lacs per month was employed either for full or part of the year as per Section-217 (2A) of the Companies Act, 1956 read with the companies (Particular of Employees) Rules, 1975.

4. Auditors & Auditors Report :

The auditors K.C. Jena & Co., Chartered Accountants Auditors of the company, was appointed as Statutory Auditors of the Company for the Financial Year 2004-2005 by the Shareholders in the 4th Annual General Meeting of the Company. The Statutory Auditors have audited the Accounts of the Company for the year ended 31st March 2005 and Audited Accounts together with the Auditors Report thereon are annexed to this Report. It is gratifying to note that there are no qualifying remarks from statutory Auditors on the Accounts of the Company.

The observations made in the Auditors Report are self-explanatory and therefore Do not call for any further explanations The company had received a certificate from M/S K.C. Jena & Co., Chartered Accountants, retiring auditors of the company on 01/09/2003 regarding their eligibility under section 224(IB) of the companies act 1956. The board recommended their re-appointment for the financial year 2005-2006 in the 5th annual General Meeting held on 30/09/2005 and they are re-appointed by the shareholders of the company financial year 2005-2006.

5. Human Resource

Your company banks on its employees. Your company is fortunate to have recruited and worked with talented and dedicated employees, who contributed their might and mental power for the development of the company. This probably explains the company ability to develop and many more to come.

Your company treats its employees as its key assets and undertakes constant initiative to motivate and boost employee morale. Each employee feels and is treated as a member of the same family Training programs are organized to align individual skills and knowledge with organizational goals. The Directors wish to place on their record their appreciation for the enthusiasm, sincerity and hard work of all employees of the company.

6. Dividend

With a view to conserve the liquid resources for future business needs and meet the challenges in the dynamic business environment, the director have decided not to recommend any dividend for the financial year 2004-2005 under review.

7. Responsibility Statement

To the best of their knowledge and belief, according to the information and explanations obtained by them, Your Directors make the following statement in terms of section 217(2AA) of the companies Act 1956. i) That in the preparation of Annual Accounts, for the year ended 31 march 2005 the applicable accounting statements have been followed by ARSS Infrastructure Projects Pvt. Ltd. along with proper explanation relating to material departures.

ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year for the year ended 31 march 2005 and of the profit of and loss of the company for that period.

iii) That proper and sufficient care was taken by the Directors for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities and

iv) That The Annual Accounts for the year ended 31 march 2005 were prepared on a going concern basis.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo etc. 217 (1) (e)

Particulars with regards to conservation of energy, technology absorption, foreign exchange earning & outgo in accordance with the provisions of Section 217 (1) (e) of the companies Act 1956 read with the companies (Disclosures of particulars in the Report of Board of Directors) rules 1988 is as follows.

(1) Pertaining to conservation of energy and technology

Your Company was running by two numbers of DG Sets of 225KVA Genest consuming HGD and also electricity provided by CESCO.

During the financial year 2004-2005 the company has not hired any technology whatsoever.

(2) Foreign exchange earning and Outgo

The company has neither earned nor incurred any expenditure in foreign exchange during the financial year 2004-2005.

Earning ....................... NIL

Outgo .......................... NIL

9. Public Deposits;

Your company has not accepted any deposits from the public/Shareholders in accordance with the Sec. 58A of the Companies Act 1956, and hence no amount of principal or interest was outstanding as of the balance sheet date.

10. Board of Directors :

The following changes have taken place in the Board of Directors of the company since the last report; The Board of Directors currently consists of four members. There were Thirteen Meetings of the Board of Directors held during the year 2004-2005.

01 April 2004, 15th April 2004, 13th May 2004, 11th June 2004, 06th July 2004, 30th July 2004, 16th August 2004, 17th August 2004, 02nd September 2004, 13th December 2004, 22nd January 2005, 10th February 2005, 28th March 2005.

1. Mrs Sanju Agarwal has ceased to be a Director of the Company w.e.f. 01-04-2005.

2. Mrs Seema Agarwal has ceased to be a Director of the Company w.e.f. 01-04-2005.

3. Mrs Ram Dulari Agarwal has ceased to be a Director of the company w.e.f. 01-04-2005

4. Mr. Sunil Agarwal has been appointed as Additional Director of the company w.e.f. 01-04-2005. The appointment of Sri Sunil Agarwal is put for approval of the members in the Annual general meeting held on 30-09-2005 and was appointed by the shareholders of the company.

5. Mr Soumendra Keshari Pattanaik has been appointed as Additional Director of the company w.e.f. 01-04-2005. The appointment of Sri Soumendra Keshari Pattanaik is put for approval of the members in the Annual general meeting held on 30-09-2005 and was appointed by the shareholders of the company.

The Board places on record its warm appreciation of the valuable contribution made by the outing Directors as members of the Board.

11. Board Procedure

(A) Decision Making Process;

With a view to professionalize all corporate affairs and setting up systems and procedures for advance planning for matters requiring discussion/decisions by the Board, the company has appropriate guidelines for the meetings of the Board of Directors. These Guidelines seek to systematize the decision making process at the meetings of Board in an informed and efficient manner.

(B) Scheduling and selection of Agenda items for Board Meetings.

(i) The meeting are being convened by giving appropriate notice after obtaining the approval of the Chairman of the Board. Detailed agenda, management reports and other explanatory statements are circulated in advance amongst the members for facilitating meaningful informed and focused decisions at the meetings. To address specific urgent need, meetings are also being called at short notice. The Board also authorized to pass Resolution by Circulation for all such matters which are of utmost urgent nature.

(ii) Where it is not practicable to attach any document or agenda is of confidential nature, the same is placed on the table at the meeting with the approval of the Chairman. In special and exceptional circumstances, additional or supplemental item (s) on the agenda are permitted. Sensitive subject matters are discussed at the meeting without written material being circulated.

(iii) The agenda papers are prepared by the concerned officials and submitted to concerned functional Heads for obtaining approval of the CMD. Duly approved agenda papers are circulated amongst the Board members.

(iv) The meetings are usually held at the Companys registered office in Bhubaneswar, at Plot No. 38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar-10.

(v) The members of the Board have complete access to all information of the company. The Board is also free to recommend inclusion of any matter in agenda for discussion. Senior management officials are called to provide additional inputs to the items being discussed by the Board, as and when necessary.

(C) Recording minutes of proceedings at the Board Meeting.

Minutes of the proceedings of each board meeting are recorded. The minutes of the proceedings of meetings are entered in the Minutes Book.

(D) Follow-up mechanism

The guidelines for the Board facilitate an effective post meeting follow-up, review and reporting process for the action taken on decisions of the Board. Action taken report (ATR) on the areas of concern are presented before the Board.

(E) Compliance

While preparing the agenda notes, it is ensured that all the applicable provisions of law, rules, guidelines etc. are adhered to. The company ensures compliance of all applicable provisions of the Companies Act, 1956.

(F) Financial Year

ARSS Infrastructure Projects Pvt. Ltd. Follows the financial calendar from 1st April to 31st March.

ACKNOWLEDGMENT

The Board of Directors acknowledged with deep appreciation the cooperation received from the Govt. of Orissa particularly the Ministry of Power, State Electricity Board, State Govt., Govt. of India, particularly Ministry of Railways, South Eastern Railways as well as companys bankers.

The Board wishes to place on records its appreciations for efforts and contributions made by the employees at all level which made possible the significant achievement by your company.

For and on behalf of the Board of Directors

Sd/- (Chairman & Managing Director) Place : Bhubaneswar Dated : 10-03-06

 
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