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Directors Report of Consolidated Construction Consortium Ltd.

Mar 31, 2015

The Directors of the Company present to you the 18th Annual Report of the Company, together with the Audited Balance Sheet as at 31st March,2015and the Statement of Profit and Loss for the year ending on31stMarch,2015.

1. FINANCIAL RESULTS (inRs, crores)

The Financial Results of the Company for the year under review is summarized below for your perusal and consideration.

Particulars 2014-15 2013-14

NET REVENUE 678.53 884.61

PROFIT BEFORE TAXAND DEPRECIATION (147.60) (333.50)

PROFIT/(LOSS) BEFORE TAX (PBT) (129.30) (320.64)

PROVISION FORCURRENTTAX - -

TAX EXPENSE - (96.95)

PROFIT AFTER TAXESZ(LOSS) (PAT) (154.23) (223.69)

1.1 FINANCIAL PERFORMANCE

The Company has achieved Net sales of Rs. 678.53 Crores for the year ended 31 st March, 2015 as compared to Rs.884.61 crores in the previous year. The Company has incurred a Net loss of Rs. 154.23 Crores as against a loss after taxes of Rs. 223.69 Crores in the previous year. The losses are attributable to high input costs, irregular supply of raw materials, high finance costs and unfavorable market conditions.

1.2 CORPORATE DEBT RESTRUCTURING (CDR)

The year saw progressive implementation of/ compliance with the approved CDR package / conditions.

The statutory process is under process for the demat and trading approvals with listed stock exchanges. The company in spite of its constant efforts could not infuse funds as per the CDR requirements before 1st April 2015 The company could only infuse an amount to the tune of Rs 55 crores out of the sale of the company's Porur property. The rest of the amount is being converted into equity and has been allotted to the CDR lenders The company, as per the approved CDR package, should infuse funds to the tune of Rs.220 crores towards margins, reduction of debt and shoring up of working capital by 31 March 2015. The company has during the year infused Rs.54 45 crores (net of TDS). The CDR lenders have, in the event of infusion of funds not materializing, decided to convert the balance of loans due, as per CDR, on 1 st April 2015 into equity of the Company, subject to the extent of statutory guidelines.

2. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 is Rs. 36.96 Crores. During the year under report, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2014-15 in view of the losses incurred and the need to conserve resources of the Company. The Company is also required to seek prior approval of the lenders for declaration of dividend, in terms of the Corporate Debt Restructuring package.

UNLOCKING INVESTMENTS IN SUBSIDIARIES

Particulars of Loans and Advances in the nature of loans as required by clause 32 of the Listing Agreement.

(Rs. In Lacs)

SI. No. Name of the Company Balance as on Maximum out standing

31.03.2015 31.03.2014 2014-15 2013-14

A. Subsidiaries

Consolidated Interiors Limited 821.42 821.42 948.89 788.23

Noble Consolidated Glazings Limited 1473.05 1473.05 1,660.08 1473.05

CCCL Infrastructure Limited 6,711.28 2727.04 6,711.28 2,727.04

CCCL Power Infrastructure Limited 597.57 597.47 597.57 597.47

CCCL Pearl City Food Port SEZ Limited 119.01 117.48 119.01 117.48

Delhi South Extension Car Park Limited - - - -

CCCL has made total investments of Rs.534.24 Crores in its subsidiaries viz. CCCL Infra (Rs. 22.91 Crores), NCGL (Rs. 1.65 Crores) These investments are yet to yield returns. While the investment decision is sound, the execution of these businesses have faced various bottlenecks in the form of non- availability of working capital, un-favorable market conditions, other macroeconomic issues.

These have stressed the cash flows of the parent company, CCCL presently, we are in advanced discussions with various investors. Going forward, it is proposed to unlock their value by divesting majority equity stake in these companies.

The Board of Directors of CCCL has in principle approved the divestment of its subsidiary viz; M/s. CCCL Infrastructure Limited.

5. SUBSIDIARIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular.

Consolidated Interiors Ltd:

The focus has been to complete the jobs on hand and wait for the right opportunities till the market stabilizes. Due to sluggishness in the environment there is not much headway with the progress. However, the situation is expected to improve by the second half of 2015-16.

Noble Consolidated Glazing's Ltd. (NCGL)

The glazing market being a sub set of the construction industry, the various factors discussed above drastically affected the operations of NCGL. Completion of projects on hand and collection of receivables and optimization of costs had been the priority in 2014-15. With the much awaited economic stability expected in 2015-16 and the resultant market improvement better days are foreseen.

The company is not able to meet its commitments with respect to one of its bankers. The company has restructured its working capital limits sanctioned by other banks to ease its liquidity. The Company has streamlined its operations and expected to perform better in the near future.

CCCL Infrastructure Ltd.

In view of the impetus to green power the company is looking for a strategic / financial partner to increase the capacity of solar power generation. Currently the 5 MW solar power plant is consistent in power generation.

CCCL Pearl city Food port SEZ Ltd. This is the step down subsidiary of CCCL Infrastructure Ltd. The company is on the lookout for a strategic /financial partner for sprucing up the operations. The much expected, revival of the tax concessions to SEZ and the general economic scene, we believe, shall make this viable.

Delhi South Extension Car Park Ltd.

The Concession fee paid to Delhi Municipal Corporation has been refunded in view of project cancellation. The company has certain claims against Delhi Municipal Corporation for the cancellation. The same is under consideration by Delhi Municipal Corporation.

A Statement Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC-1 is annexed to this report as "Annexure A".

6. OPPORTUNITIES

Estimated Construction opportunity during XII five-year plan: (Rs in Crores)

sectors Investment Construction Construction Opportunity

XI Plan XII Plan Intensity XI Plan XII Plan

Electri city 658,630 1,314,320 40% 263,452 525,728

Roads & Bridges 278,658 556,072 65% 181,128 361,447

Railways 200,802 400,708 75% 150,602 300,531

Irrigation 246,234 491,369 75% 184,676 368,527

Water Supply 111,689 222,879 60% 67,013 133,728

Ports 40,647 81,113 70% 28,453 56,779

Airports 36,138 72,115 30% 10841 21,634

pibtel 1,572,798 3,138,575 886,164 1,768,373

Construction opportunities have almost doubled for this period from the infrastructure projects lined up across various sub- segments of Power, Roads, Railways, Irrigation & water supply, Ports and Airports. There is a long-term demand for quality infrastructure construction, mainly emanating from housing, transportation and urban development segments that far exceed the supply, even though there has been a substantial increase in the number of contractors and builders, especially in housing and road construction segment.

7. THREAT PERCEPTION

- Despite the prospects, the sector continues to face challenges from land acquisition issues, adverse political and structural changes, shortage of talent, design and constructability issues, and rising material and labor costs. However, the land acquisition and environment related issues are being addressed on war footing basis to ease the constraints.

- Policy bottlenecks, slow clearance of projects and rising inflation have dampened private sector sentiments and have stifled investments in Capital expenditure. A high level committee has been constituted for speedy clearance of stalled projects and monitoring the implementation.

- Working capital cycle has been elongated mainly due to stretched receivables, which has affected the cash flow position of the companies in the sector. Many of the companies have been forced to draw their full limits with the Banking system or restructure the facilities.

- Lengthy dispute resolution mechanism in the sector is yet another major factor affecting the cash flows of the construction companies

- This coupled with rising interest rates have led to a drop in the PAT margin and deterioration of debt coverage ratios of construction companies

8. RISK PERCEPTION

The Directors are constantly assessing the business risks pertaining to the performance of the Company. The following are the important risks perceptions!

- Quality Maintenance of the work.

- Adequate availability of Raw Materials

- Removal of Transport Bottlenecks

- Sudden Increase in Prices of Inputs

- Customers Default-

- Inadequacy of Finance Arrangement

- Statutory Policies

- Events Due to Unforeseen Circumstances

- Volatility in domestic construction environment.

Your Directors are fully conscious of the various business risks and have taken adequate care to tackle any situation. Strict controls are enforced on all matters for smooth operation of the projects

9. INTERNAL CONTROL SYSTEM AND THEIRADEQUACY

The Company has a sound internal control system. All transactions are subject to proper scrutiny. The Management takes immediate corrective action wherever it is being pointed out to help streamline the internal control process. The management shall ensure the effectiveness of the working of such policy.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements is provided in the Annual Report.

11. HUMAN RESOURCES

The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel in business development, finance and accounts. The Management strives to retain and improve employee morale. The Company has total staff strength of about 800 employees. The Company has streamlined its manpower strength at the Chennai offices including the corporate head office. As a result of manpower rationalization exercise, the monthly payroll has been optimized. The decision for rationalization of labour has enabled the company to curtail fixed manpower costs. However, the core technical expert team is retained to guide the Company to achieve higher and efficient level of performance.

CORPORATEGOVERNANCE

The Directors pay special attention to ensure that the guidelines given for the corporate governance are strictly adhered to. All possible steps are taken to adhere to the requirements set out by SEBI Guidelines on Corporate Governance. The Company is also aligning itself to implement global corporate governance practices. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholder's expectations. At CCCL, it is imperative that the company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

A separate report on the Corporate Governance also forms part of the Annual Report. Requisite certificates from the Auditors of your Company regarding compliance of the conditions of the corporate governance as stipulated under Clauses 49 of the Listing Agreement with the Stock Exchanges is also attached to the corporate governance report. With regard to the Business Responsibility Report, the Company is not covered in the top 100 listed entities, based on the market capitalization at BSE & NSE, in terms of SEBI Circular CIR/CFD/DIL/8/2012datedAugust13,2012.

12. CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) in compliance with the provisions under the Companies Act, 2013. The committee comprises of Shri Mr.R.Sarabeswar as the Chairman, Mr.S.Sivaramakrishnan, Shri.Mr.Jayaram Rangan as its other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Since the company is making losses for the past three years, CSR spend does not apply to the company for the financial year 2014-15. Hence submission of a report on CSR activities does not apply.

13. SEXUAL HARASSMENT POLICY

The Company had adopted the sexual harassment policy and subsequently also formed a committee for the same.

DEPOSITORY SYSTEM/E-VOTING MECHANISM:

The Company has entered into a Tripartite Agreement with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (I) Ltd (CSDL) along with Registrars M/s Karvy Computershare Pvt. Ltd. , Chennai for providing electronic connectivity for (^materialization on the Company's shares facilitating the investors to hold the shares in electronic form and trade in those shares. The shares of your Company are being traded now on the Bombay Stock Exchange and National Stock Exchange under compulsory demat form. Further, in accordance with provisions stipulated under Companies Act, 2013, the facility of e-voting is also made available to all shareholders of the Company. The instructions regarding e-voting is enclosed along with this report. All shareholders are also requested to update their email ids with the Company orour RTA M/s. Karvy Computershare Pvt. Ltd. .

14. TRANSFEROFAMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. The details of the same are covered under the Corporate Governance Report.

15. AUDITORS

STATUTORY AUDITORS

M/s. ASA & Associates LLP, Chartered Accountants, Chennai having firm registration number 009571N/N500006, Statutory Auditor hold office up to the conclusion of the 18h AGM and are eligible for re-appointment subject to ratification of members in the each annual general meeting. Further, the company had received letters to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment. Your Board of Directors recommends their re-appointment as Statutory Auditors to hold office from the conclusion of the 18th AGM till the conclusion of the 19th AGM of the Company.

16. AUDITORS REPORT AND MANAGEMENT'S RESPONSE TO AUDITORS OBSERVATIONS

The Auditors do not have any qualification in their report.

INTERNAL AUDITOR

The Board has appointed Mr. Rengaraj, an employee of the group company as the Internal Auditor of the Company pursuant to Section 138 of Companies Act, 2013and Rule No. 13ofThe Companies (Accounts of Companies) Rules, 2014for the financial year2015-16.

Mr. Rengaraj is a qualified Cost Accountant and Company Secretary having expertise in finance and Accounts. The Internal Audit would ensure that strong internal control mechanism is put in place in the Company as per the recommendations and guidance of Audit Committee.

COSTAUDITOR

The Board of Directors had appointed M/s SS & Associates (Firm Registration No 000513) as the Cost Auditors of the Company toauditthecostaccountingrecordsoftheCompanyforthefinancialyear2015-16.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. N. Balachandran, Practicing Company Secretary, Chennai to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit Report is annexed herewith as "Annexure"

MANAGEMENT'S RESPONSE TO SECRETARIAL AUDITOR'S OBSERVATIONS

1. The Companies Act.2013 (the Act) and the rules made there under; - There are instances that certain forms, returns, documents and resolutions required to be filed with the Registrar Of Companies is either filed with delay or in some cases it is yet to be filed.

- Due to the financial constraints of the Company, some compliance could not be met on time. However the Company has initiated steps to ensure the compliance of the above is complied on time.

2. The Listing Agreements entered into by the Company with National Stock Exchange and Bombay Stock exchange. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines Standards, etc. mentioned above except there are few instances of delayed filings.

- As per the requirements of listing agreement with stock exchanges, the Company has thrived to comply with all the clauses on time. However there are few instances of delayed filings due to various reasons. The Company Endeavour's to ensure that the compliance of listing agreement is complied on time.

3. The company is not regular in depositing the statutory dues including Provident Fund (PF), Employees State Insurance (

ESI), Income Tax, Sales Tax/Value Added Tax (VAT)! Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues as applicable with the appropriate authorities during the year under audit.

- Due to the paucity of cash flows, the Company could not deposit its statutory dues on time. However efforts are being made to bring the statutory dues on line.

17. DIRECTORS:

The following changes have occurred in the Board of Directors during the financial year 2014-2015:

17.1 INDUCTIONS/CHANGE IN DESIGNATION

On the recommendations of the nomination and remuneration committee, the Board appointed Mrs. Hastha Shivaramakrishnan as Additional Director in the category of Independent Director of the Company effective March 30, 2015. We seek your support in confirming the appointment of Mrs. Hastha Shivaramakrishnan in the ensuing Annual General Meeting

17.2 DECLARATION BYINDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

17.3 RESIGNATIONS

Mr. Ninder Singh Chohan is been relieved from the position of Directorship of the Company with effect from August 4,2014

17.4 RE-APPOINTMENTS

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum & Articles of Association of the Company, At the ensuing 18th Annual General Meeting, Shri. R.Sarbeswar Whole Time Director of the Company is liable to retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

The Companies Act, 2013, provides for the appointment of independent directors. Sub section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly all independent directors except for Mrs. Hastha Shivaramakrishnan , who was appointed as additional director on March 30, 2015 were appointed by the shareholders at the General Meeting as required under Section 149(10). Further, according to sub section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub section (13) states that the provisions of retirement by rotation as defined in Sub section (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual General Meeting.

17.5 BOARD EVALUATION

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nominations Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17.6 TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

17.7 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. All remuneration paid to the Directors, Key Managerial Personnel and senior management personnel are as per the remuneration policy of the Company.

17.8 DIRECTORS'RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(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 this Act 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 to be followed by the company and that such internal financial controls are adequate and were 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.

18 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Statement containing the particulars relating to conservation of energy, research and development and technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) (A), (3) (B) and 3 (A) (C) of The Companies (Accounts) Rules, 2014 is annexed to this report as "Annexure C"

19 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION186 OF COMPANIES ACT, 2013

Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

20 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the employees of the company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member's interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21 DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

22 MEETINGS

During the year eight Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under theCompaniesAct,2013.

23 COMMITTEES

Currently, the Board of Directors of the Company pursuant to the mandatory provisions of Companies Act, 2013 has the following committees namely:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Share Transfer Committee

d) Risk Management committee

A detailed note on the Board and its committees along with the composition of the committees and compliances is provided under the Corporate Governance Report section in this Annual Report.

24 AUDIT COMMITTEE

Currently, the Company has an independent and qualified Audit Committee as per the provisions of Section 177 (8) of the Companies Act, 2013 and Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the following is the current composition of Audit Committee:

Name of the Director Status Category

Shri.Mr.PVenkatesh Chairman Independent Director

rShri.Mr.Jayaramrangan Member Independent Director

Shri.Dr.PK.Aravindan Member Independent Director

Shri. Mr. K.E.C.Raja Kumar Member Non-Executive Nominee Director

Mrs.Hastha Shivarama krishnan Member Independent Director

The Board has accepted all the recommendations provided by the Audit Committee.

25 VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

26 PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company is in the process of developing a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Particulars of Contracts or arrangement with related parties referred to in Section 188(1)of the Companies Act, 2013, in the prescribed FormAOC-2, is appended as Annexure" to the Board's Report.

27 ENHANCING SHAREHOLDER VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly your company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your company is also committed to creating value for its other stakeholders by ensuring its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

28 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

29 GREEN INITIATIVES

During fiscal 2014-15, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. This year, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, wvwv.ccclindia.com.

Electronic copies of the Annual Report 2014-15 and Notice of the 18th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of 18th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

30 ACKNOWLEDGEMENT

The Board of Directors of the Company wishes to express their deep sense of appreciation and offer their sincere thanks to all the Shareholders of the Company for their unstinted support to the Company.

The Board also wishes to express their sincere thanks to all the esteemed Customers for their support to the Company's business.

The Board would also like to place on record their deep sense of gratitude to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge and thank all financial institutions and banks for their timely support in restructuring the Company's debt under the CDR mechanism failing which the Company would have succumbed to the recession faced by the Construction Industry.

In the end, the Board would like to place on record their deep sense of appreciation to all the executives, officers, employees, staff members, and workers at the various sites.

For and on behalf of the Board of Directors

R Sarabeswar S.Sivaramakrishnan

Place: Chennai Chairman Managing Director

Date: August 31,2015 (DIN: 00435318) (DIN 00431791)


Mar 31, 2014

Dear Members,

1. REPORT

The Directors present the 17th Annual Report together with the Audited Accounts for the year ended March 31, 2014.

2. FINANCIAL RESULTS (in Rs.)

Particulars Year ended Year ended 31st March 2014 31st March 2013

Turnover 8,846,079,582 17,233,290,781

Items and Tax

Less: Interest 1,092,398,469 1,006,696,198

Depreciation 128,645,039 142,585,915

Exceptional Items - -

Add: Other Income 27,856,431 80,159,665

Add/Less: Exchange Gain/(Loss) - -

Profit/(Loss) before Tax (3,206,357,735) (896,526,917)

Less: Deferred Tax Charge/(Credit) (969,461,354) (341,320,149)

Profit/(Loss) after Tax (2,236,896,381) (579,206,768)

Add: Balance brought forward from last year 1,786,755,416 2,365,962,184

Amount available for Appropriation

Less: Appropriations Transfer to General Reserve Balance carried to Balance Sheet (450,140,965) 1,786,755,416

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year ended March 31, 2014 due to losses incurred during the year.

4. OPERATIONS

The Construction industry has been facing many constraints in recent times due to lack of efficient and stable regime and policy, which has led to project delays and less offtake leading to costly and time consuming disputes between the project- promoters and contractors.

The construction industry in general and the company in specific have been affected by the macro and micro economic scenario. The macro reasons such as the drag in credit offtake have resulted in the deferment of capital expenditure in the economy, affecting the project completion thus leading to locking up of funds. Delay in project completion and project stage certification affects the payment release-the commonly used deferment strategy by the clients. This delay in payment by clients results in liquidity crisis for the industry / company which has percolated into delayed payments or defaults with suppliers / subcontractors/ banks /statutory authorities / employees.

Further persistent delays and variations in public sector projects, have come on hand for them as an excuse for delaying or reducing the payments and claims and thus crippling the working capital cycle.

With respect to micro factors, the dip in sales was mainly due to delay in project schedule, cancellation of projects and drop in certification and claims. The material cost and sub- contractor cost have increased, on account of lower sales and delayed payments to vendors resulting in higher cost of inputs. The under recovery of fixed overheads due to idle resources and lower turnover further bloated the cost and affected the margins drastically. The delayed certification and release of payments had led to delay in execution, /unabsorbed overheads /cash crunch situation due to lower volumes and higher costs including finance costs.

There has been a constant stress in EBITDA margin from FY2011 onwards and this has taken a steeper dip in the current year due to project delays and incurrence of higher expenditure on account of project / payment rescheduling which unfortunately had not been honoured by the clients on account of liquidity issues ultimately affecting the project itself. These factors have also led to invocation of Bank Guarantees thus adversely affecting the credit standing and regular working of the company. This further resulted in augmentation of creditor / statutory / secured liabilities and added to these, delayed realization from sundry debtors led to complete exhaustion of working capital.

Under these conditions your company planned to get its debts restructured to avail appropriate concessions, breather and additional funding to tide over this cash strained scenario. During the year the debt restructuring proposal of the Company was referred to the Corporate Debt Restructuring (CDR) Cell by State Bank of India. The restructuring under CDR inter-alia provides for business restructuring envisaging sale of certain assets and investments and financial restructuring through reduction in interest rates and appropriately designed repayments.

The CDR cell approved the package vide its letters dated 28 March 2014 and 28 April 2014, giving certain terms and conditions for the business and financial restructuring including sharing of security among lenders.

Pending execution of necessary documents and compliance with certain conditions of the CDR which have been agreed to by the Company and the Promoters, the interest relief of Rs.1788.79 for the year ending 31 March 2014 has been considered in these accounts. The total new orders awarded to the company during the year is Rs.8,836.86 Million.

The total order backlog as on March 31, 2014 is Rs.180,677 Lacs.

4. OPERATIONS OF SUBSIDIARIES

Consolidated Interiors Ltd.

The focus has been to complete the jobs on hand and wait for the right opportunities till the market stabilizes, which is round the corner. Due to sluggishness in the environment there is not much headway with the progress. However, the situation is expected to improve by the second half of 2014-15.

Noble Consolidated Glazings Ltd. (NCGL)

The glazing market being a sub set of the construction industry, the various factors discussed above drastically affected the operations of NCGL. Completion of projects on hand and collection of receivables and optimization of costs had been the priority in 2013-14. With the much awaited economic stability expected in 2014-15 and the resultant market improvement better days are foreseen. Till such time to ease the liquidity the company has initiated restructure of its working capital exposure with the banks, which is under their active consideration.

The company is not able to meet its commitments with respect to one of its bankers. The company is in the process of restructuring the Debt to streamline the operations in the near future.

CCCL Infrastructure Ltd.

In view of the impetus to green power the company is looking for a strategic / financial partner to increase the capacity of solar power generation. Currently the 5MW solar power plant is consistent in power generation.

CCCL Pearlcity Foodport SEZ Ltd.

This is the step down subsidiary of CCCL Infrastructure Ltd. The company is on the look out for a strategic / financial partner for sprucing up the operations. The much expected, revival of the tax concessions to SEZ and the general economic scene, we believe, shall make this viable.

Delhi South Extension Car Park Ltd.

The Concession fee paid to Delhi Municipal Corporation has been refunded in view of project cancellation. The company has certain claims against Delhi Municipal Corporation for the cancellation. The same is under consideration by Delhi Municipal Corporation.

5. SUBSIDIARY ACCOUNTS

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the head office /registered office of the Company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand. The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

In terms of the General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended March 31, 2014 are not attached to the Balance Sheet of the Company as the Company has/shall fulfill the following conditions:

6. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards forms a part of this Annual Report

7. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report.

8. DIRECTORS

Mr .P.K.Sridharan has resigned from Directorship with effect from 23rd August 2013.

It is proposed to appoint Mr. P. Venkatesh, Dr.P.K. Aravindan and Mr. Jayaramrangan as Independent Directors at the forthcoming Annual General Meeting in compliance with Section149(6) of the Companies Act 2013 and revised clause 49 of the Listing Agreement.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the Accounts for the year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any.

b) The accounting policies have been consistently applied and such judgments and estimates have been made 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 Loss of the Company for that period.

c) Proper and sufficient care was taken for the 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 fraud and other irregularities

d) The accounts have been prepared on a going concern basis.

10. FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

11. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

12. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

There is no transfer to Investor Education and Protection Fund during the year under review.

13. PARTICULARS OF EMPLOYEES u/s.217(2A)

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company for the same.

14. DISCLOSURE U/s217(1)(E)

Technology Absorption, Adaptation and Innovation As the company has not carried on any manufacturing activity, reporting under sec 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1998 with regards to conservation of energy and technology absorption doesn''t arise.

16. MANAGEMENT DISCUSSION ANALYSIS

For detailed operational review kindly refer to Management Discussion Analysis and the Report on Corporate Goverence, which forms part of this Annual Report.

17.AUDITORS

The Board recommends the retiring auditors M/s. ASA & Associates LLP be reappointed as statutory auditors for the Financial Year 2014-2015. A certificate from the ASA & Associates LLP has been received to the effect that their appointment if made would be within the limits prescribed under section 224(1B) of the Companies Act 1956.

18.AUDITORS''REPORT

The Auditors'' Report to the shareholders on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

19. CORPORATE SOCIAL RESPONSIBILITY.

CCCL in sponsorship with the Medical Research Centre and Voluntary health organization conducted blood donation camps at various sites on various occasions and events.

Free medical health checkup in association with local medical fraternity at various sites were conducted. Large number of general workers and public were covered under this free medical heath checkup.

CCCL project team at all sites has set up a Child care centre at their labour camp to take care of the wards of migrated employees working in their site. At this child care centre, the wards of workers living in the labour camp are provided elementary learning facilities and refreshments.

20.ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

Place: Chennai R.Sarabeswar Date : 28.05.2014 Chairman


Mar 31, 2013

The Directors present the 16th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March 2013.

1. FINANCIAL RESULTS (Rs.in Million)

Particulars Year ended Year ended 31st March. 2013 31st March 2012

Turnover 17,233,290,781 20,101,246,508

Profit/(Loss) before Exceptional 261,698,909 1,161,929,043

Items and Tax

Less: Interest 1,006,696,198 801,664,502

Depreciation 142,585,915 144,709,183

Exceptional Items AddTother Income 80,159,665 78,538,276

Add/Less: Exchange Gain/(Loss)

Profit/(Loss) before Tax (896,526,917) 139,380,174

Less: Deferred Tax Charge/(Credit) (341,320,149) (60,034,905)

Profit/(Loss) after Tax (579,206,768) 37,657,827

Add: Balance brought forward from last year 2,365,962,184 2,328,304,357

Amount available for Appropriation

Less: Appropriations Transfer to General Reserve

Balance carried to Balance Sheet 1,786,755,416 2,365,962,184

2. DIVIDEND:

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended March 31,2013.

3. OPERATIONS

The year under review has been very difficult . The sluggishness in the industrial growth and the services sector and the inhibitions in building new capacities have affected the overall growth of the Construction sector. Further unbridled competition from small, marginal and regional players has resulted in cut throat competition. Working capital pressure and liquidity pressure have further aggravated the problems. It is in this backdrop the year under review is to be viewed.

The year saw a considerable shrinkage in operating margins because of the increase in the bulk material/diesel/labor costs which could not be passed on to the clients. Further due to liquidity pressure, the company could not avail a cost effective pricing from suppliers as a whole which also affected the operating margins.

The lower turnover and operating margins were accentuated in an environment of higher borrowing and consequent interest costs which adversely affected the Company''s profitability.

Non payments of dues and claims by clients, delays in project execution, contractual disputes and inadequate funding added to the liquidity problem and increased leveraged levels.

_ Current RBI policy on funding is not accommodating favourably the infrastructure industry''s borrowing needs. All the players in the infrastructure industry are more or less being affected with the same problem.

The Company has approached its Bankers with a proposal for a term loan to tide over the current situation . The proposal is still being processed by the banks. The Company is also looking for other avenues for infusing funds into the system. Raising Debt is increasingly becoming difficult due to high leverage and poor interest coverage ratio.

In the prevailing market conditions Raising of funds by means of Equity is also increasingly becoming difficult.

The Liquidity issue is a critical factor in maintaining the operations at an economically viable level.

In view of the current general scenario and economic situation, management feels the sluggishness prevailing especially for construction industry, will continue and may further affect the operations.

The total order backlog as on March 31, 2013 is Rs. 339420 lacs.

Till July 2013 , the Decisions awaited from various clients for tenders submitted by the Company is for 125 projects" amounting to about Rs. 6440.00 crores. Tenders . for various packages for 16 nos projects worth about Rs. 898.34 crores are expected to be submitted in the near future. The Company has also submitted prequalificationbids for 41 projects worth overRs. 3721 crores, which are currently under evaluation.

4. REVIEW OF SUBSIDIARIES OPERATIONS

Consolidated Interiors Ltd.

The operations of this subsidiary has been severely affected by lack of visible orders due to sluggishness in the services sector and efforts to revive the company are being contemplated.

Noble Consolidated Glazings Ltd.

Liquidity constraints is affecting the operations of the company. High Interest Cost coupled with the inability to procure materials at competitive prices is affecting the operating margins and consequently the profits . The slow collections and contractual issues with clients are having an impact on the collection. Efforts to get additional funding lines are in process.

CCCL Infrastructure Ltd.

5 MW solar plant has been steadily generating power and income for the company.

CCCL Pearlcity Foodport SEZ Ltd.

This is the step down subsidiary of CCCL Infrastructure Ltd. In order to put the administrative building to better use, we are examining the possibility of leasing the bigger floor space wing to''light applications like Tea packing, ingredients mixing and packing type of units. Two Tea companies have shown interest in using this opportunity. Hopefully some positive results could come by end of this calendar year.

With respect to units which have entered the SEZ, two units have started their work and other units are under progress to start their business.

With a view to monetize the assets in both CCCL Infrastructure and its step down subsidiaries, the Board of Directors has decided to sell the stakes in the subsidiaries and initiated talks with buyers to shore up the liquidity and concentrate on the core business.

Delhi South Extension Car Park Ltd.

The Municipal Corporation of Delhi with whom a Concession agreement was signed for the development of an underground Car Park and Commercial complex has been deferred by the Municipal Corporation Delhi due to administrative reasons . The concession fee paid to Municipal Corporation of Delhi has been refunded.. The company has received the refund on 19th June 2013.

5. SUBSIDIARY ACCOUNTS

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the head office/registered office of the Company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand. The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

In terms of the General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended March 31,2013 are not attached to the Balance Sheet of the Company as the Company fullfilled the conditions refered in the said circular.

6. EMPLOYEE STOCK OPTION SCHEME (ESOP)

Of the vested options in the year 2009, 137335 equity shares of Rs. 2/- each had been transferred to 265 employees in 2012. The balance shares available for grant with the CCCL Employees Welfare Trust is 861230 shares as of date out of originally allotted 1250000 shares.

A certificate from the auditors stating that the scheme has been implemented in accordance with the SEBI

Guidelines and is in accordance with the resolution passed by the Company in the General Meeting, pursuant to Clause 14 of Part A of SEBI (ESOS and ESPS) Guidelines, 1999.

7. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards forms a part of this Annual Report

8. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report.

9. DIRECTORS

There were no changes in the composition of the Board during the financial year ended 31.03.2013.

Mr. P.K.Aravindan and Mr. Jayaram Rangan Directors are retiring by rotation in the ensuing Annual General Meeting and they being eligible offers themselves for reappointment. The Company has received Form DD-A from all these Directors as required under the Companies (Disqualification of Directors under Section 274 (1) (g) of the Companies Act, 1956) Rules, 2003. A brief profile of all these Directors containing details of their qualification, expertise, other directorships, committee memberships etc. has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm tha t:

a) In the preparation of the Accounts for the year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any.

b) The accounting policies have been consistently applied and such judgments and estimates have been made 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 Loss of the Company for that period.

c) Proper and sufficient care was taken for the 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 fraud and other irregularities.

d) The accounts have been prepared on a going concern basis.

11. FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

12. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

13. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no transfer to Investor Education and Protection Fund

14. PARTICULARS OF EMPLOYEES u/s.217(2A)

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company for the same.

15. DISCLOSURE U/s217(l)(E)

Technology Absorption, Adaptation and Innovation

As the company has not carried on any manufacturing activity, reporting under sec 217(l)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1998 with regards to conservation of energy and technology absorption doesn''t arise.

17. MANAGEMENT DISCUSSION ANALYSIS

For detailed operational review kindly refer to Management Discussion Analysis and the Report on Corporate Goverence, which forms part of this Annual Report.

18. AUDITORS

The Board recommends the retiring auditors M/s. ASA & Associates be reappointed as statutory auditors for

the Financial Year 2013-2014. A certificate from the ASA & Associates has been received to the effect that their appointment if made would be within the limits prescribed under section 224(1B) of the Companies Act 1956.

19. AUDITORS''REPORT

The Auditors'' Report to the shareholders on the Accounts of the Company for the financial year ended March 31,2013 does not contain any qualification.

20. CORPORATE SOCIAL RESPONSIBILITY.

CCCL in sponsorship with the Medical Research Centre and Voluntary health organization conducted blood donation camps at various sites on various occasions and events.

Free medical health checkup in association with local medical fraternity at various sites were conducted. Large number of general workers and public were covered under this free medical heath checkup.

CCCL project team at all sites has set up a Child care centre at their labour camp to take care of the wards of migrated workers working in their site. At this child care centre, the wards of workers living in the labour camp are provided elementary learning facilities and refreshments.

21. ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co- operation and excellent support received during the year.Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

Place: Chennai R.Sarabeswar

Date : August 12, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting 15th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended 31st March, 2012.

1. FINANCIALRESULTS

The financial results of the Company are given below: (Rs. in Million)

Particulars Consolidated Standalone for the year ended for the year ended 31.03.2012 31-03-2011 31.03.2012 31-03-2011

Income from Operations 20480 21238 20022 20671

Other Income 76 50 78 57

Expenditure 20459 20341 19885 19762

Profit Before Tax 20 826 139 844

Less Provision for Tax 170 356 101 337

Profit After Tax -100 469 37 507

General Reserves 5813 5913 5907 5869

Equity Dividend 0 92 0 92

EPS (in Rs.) -0.54 2.54 0.20 2.75

The prime reason for decline in profits is the increase in overheads, especially interest cost due to increased working capital requirements. The suppliers demand advance payments for supplies of materials which squeezed the cash flow for the current year. Slow order inflow, delayed execution and delay in receipt of funds from clients resulting in increase in interest cost, have also affected profitability.

2. DIVIDEND:

In order to conserve resources, the Board does not recommend any dividend for the current year.

3. MANAGEMENT:

There were no changes in the composition of the Board for the financial year ended 31st March, 2012. Mr.P.K.Sridharan, Director is retiring by rotation in the ensuing Annual General Meeting and he being eligible, offers himself for reappointment. The profile of the retiring director Mr. P.K.Sridharan is given in

Annexure -II

Your Directors recommend the reappointment of Mr. P.K.Sridharan as Director at the ensuing Annual General Meeting.

Mr.K.Kannan retired at the previous annual general meeting.

4. AUDITORS

The Board recommends the retiring auditors, M/s. A.S.A & Associates be reappointed as statutory auditors for the FY 2012-13. A Certificate from the A.S.A & Associates, has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

5. CORPORATEGOVERNANCE:

The Compliance Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock Exchanges is furnished as part of Corporate Governance Report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is enclosed as a part of the Annual Report elsewhere.

6. PARTICULARS OF EMPLOYEES u/s217(2A)

The information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders excluding the Statement of Particulars of Employees under Section 217(2A). Any shareholder, interested in obtaining a copy of this statement, may write to the Company Secretary at the Registered Office of the Company.

7. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby state under Section 217(2AA) of the Companies Act,1956 that:

a) In the preparation of the Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any;

b) The accounting policies have been consistently applied and such judgments and estimates have been made 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 of the Company for that period;

c) Proper and sufficient care was taken for the 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 fraud and other irregularities;

d) The accounts have been prepared on a going concern basis.

8. FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

9. DEPOSITORY SYSTEM:

As you are aware, the company has an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) to enable the shareholders to hold shares in dematerialized form. 98% of the total equity shares have been dematerialized with NSDL and CDSL as of 31st March 2012 as detailed hereunder:

Summary of Shareholding as on 31/03/2012

Category No. of Total % Holders Shares to Equity

PHYSICAL 29 2673781 1.447030%

NSDL 12995 177276783 95.940819%

C DSL 5216 4826661 2.612151%

Total 18240 184777225 100.00%

10. EMPLOYEES STOCK OPTION PLAN (ESOP)

Of the vested options in the year 2007, 94550 equity shares of Rs. 2/- each had been transferred to the employees in 2010, and 91225 shares in 2011. During April 2012,65660 shares of Rs. 2/- each were transferred to 142 employees, being the final installment of ESOP 2007. The balance shares available for grant with the CCCL Employees Welfare Trust is 998565 shares as of date out of originally allotted 1250000 shares.

A certificate from the auditors stating that the scheme has been implemented in accordance with the SEBI Guidelines and is in accordance with the resolution passed by the Company in the General Meeting, pursuant to Clause 14 of Part A of SEBI (ESOS and ESPS) Guidelines, 1999 is enclosed in the annexure to Corporate Governance Report.

A detailed disclosure pertaining to this Scheme is given in Annexure - III

11. SUBSIDIARIES:

As required under the provisions of Section 212 of the Companies Act, 1956, a statement of the holding company's interest in the subsidiary companies is attached as Annexure-I and form part of this report.

In view of the general exemption granted by Central Government vide MCA circular No.2/2011 dated 8th February 2011 under Section 212(8) of the Companies Act, 1956, the required disclosures in respect of subsidiary companies are not enclosed along with this Report. However, we undertake that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Registered Office of the company and of the subsidiary companies concerned.

12. REVIEW OF SUBSIDIARIES OPERATIONS

(i) M/s. Consolidated Interiors Ltd.:

During the year under review, the company has achieved a sales turnover of Rs. 204.38 Millions. The orders received are to the tune of Rs. 187 Millions. Profitability has been impaired due to lower capacity utilization in the factory.

(in Rs. Millions) Sl. Particulars 31.03.2012 31.03.2011

1. Turnover 204.38 509.90

2. Profit Before Tax -97.47 8.16

3. Profit After Tax -90.62 1.89

4. Order Book 187.30 406.30

5. EPS (In') -3.96 0.28 6. Paid up Equity

share capital 67.78 67.78

(ii) Noble Consolidated Glazing's Ltd.

During the year under review, the company has achieved a sales turnover of Rs. 749 Millions compared to Rs. 603.50 Millions achieved during the previous year. The profit after tax amounted to Rs. 15.62 Million (PY 27.18 Million.) On a paid up share capital of Rs. 16.50 Millions, the EPS is Rs. 9.47 for the current year.

(in Rs. Millions) Sl. Particulars 31.03.2012 31.03.2011

1. Turnover 748.90 603.50

2. Profit Before Tax 23.39 40.70

3. Profit After Tax 15.62 27.18

4. Order Book 835.00 254.00

5. Paid up Equity share capital 16.50 16.50

6 EPS In Rs. 9.47 16.47

(iii) CCCL Infrastructure Limited:

As reported last year, the company had been awarded Letter of Intent by NTPC Vidyut Vyapar Nigam Limited (NVVN) under the Jawaharlal Nehru National Solar Mission for setting up a 5 MW solar power project at Tuticorin District. A Power purchase Agreement (PPA) has been signed with NVVNL, New Delhi. The power generated by CCCL Infrastructure Ltd. will be procured by NVVN for 25 years at Central Electricity Regulatory Commission approved tariff. The power plant had been successfully commissioned at the end of March 2012. The plant is expected to generate 8 Million units of electricity per year. The total project cost was about Rs.600 million.

iv) Municipal Corporation of Delhi is yet to hand over land free of any encumbrance. Only after getting possession of land, we will be able to proceed in respect of Delhi South Extension Car Park Ltd.

v) Works relating to construction of administrative building and laying of approach roads are apace in respect of Special Economic Zone under

CCCL Pearl City Food Port SEZ Ltd. It is pertinent to mention here that MoUs have been signed with six clients for setting up units in SEZ.

12. MANAGEMENT DISCUSSION & ANALYSIS:

For detailed operational review kindly refer to Management Discussion and Analysis and the Report on Corporate Governance, which forms part of this Annual Report.

13. RESOLUTION BEFORE THE AGM

The Board places before the members a resolution for approval of a limit up to USD 100 Million for borrowings by way of private placement, issue of ADRs, GDRs, convertible and non convertible debentures, other securities to firms, bodies corporate, NRIs, FIIs, financial institutions, mutual funds etc. within the overall borrowing powers under Section 293(1)(d) of the Companies Act, 1956. The Board recommends the resolution.

The Board also places a resolution for approval of reappointment and remuneration of managerial persons for the next three years commencing from 01.04.2012.

14. DISCLOSURE U/S 217(1)(E)

Technology absorption, adaptation and innovation.

As the Company has not carried on any manufacturing activity, reporting under sec 217(1(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, with regard to conservation of energy and technology absorption doesn't arise.

15. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Millions)

Particulars 31.03.2012 31.03.2011 Foreign Exchange

i) Earnings: 2.44 5.05

ii) Outgo:

a) Travelling expenses 3.16 3.06

-b) Import of Equipment 324 386.61

c) Professional charges 10.6 4.78

d) Subscription 0.03 0.07

e) License fee 0.50 0.96

f) JV Expenses 86.08 62.90

g) Overseas branch expenses 8.71 6.67

h) Reimbursement of expenses to member of Herve Pomerleau International CCCLJointVenture 2.76 5.05

Total 438.28 475.15

16. CORPORATE SOCIAL RESPONSIBILITY

After successful implementation of academic performance improvement Scheme at Gopalapuram (Chennai) Boys School last year, the Management decided to continue the scheme during the current year also. This year, the scheme has been extended to cover XII Standard students with poor academic performance. On 13th August 2011, a blood donation camp was organized by the company in association with Dhanvantri Blood Bank, Chennai at Chennai Metro Rail project at St.Thomas Mount, Chennai. A medical camp was organized at Pune Region, on 6th July 2011 and 165 workmen were benefited. Various medical camps were conducted in November 2011 at Nashik, Trivandrum and Calicut for the welfare of workmen.

Chennai Metro Rail Limited Project site organized a tree plantation programme at Alandur, Chennai on 24th August 2011. Saplings were planted by staff of general Consultants, officials from Police department, staff of Railways and our workmen. 200 saplings were planted on this occasion.

National Safety Award for the year 2010 was awarded to CCCL by National Safety Council of India for achieving

good performance in Occupational Health and Safety System at Mahindra Research Valley project site at Chingleput, Chennai Region. A certificate of appreciation was awarded to CCCL by National Safety Council of India for our Delhi Metro Rail project, Delhi. Besides this, various safety training sessions were conducted at our project sites at Chennai, Delhi, Hyderabad and Jaipur.

17. ACKNOWLEDGEMENT

Your Directors express their gratitude to the Bankers, Financial Institutions, government authorities, Stock Exchanges, regulatory agencies, and esteemed customers and suppliers for their co-operation, and support. The company immensely thanks its investors for their continued trust and patronage.

The Board places on record its gratitude to Herve Pomerleu Inc., Canada for their support and coordination in execution of Airport Project at Chennai.

The Management is thankful to its employees for their contribution to the company in tiding over difficult times and also for their unstinted enthusiasm in delivering quality output.

For and on behalf of the Board

Place: Chennai R.Sarabeswar

Date : May 12, 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting 14th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial results of the Company are given below: (Rs. in Million)

Particulars Consolidated Standalone for the year ended for the year ended 31-03-2011 31-03-2010 31-03-2011 31-03-2010

Income from Operations 21987.02 19759.45 21366.57 19500.43

Other Income 51.73 64.00 57.48 63.37

Expenditure 21090.75 18349.20 20457.74 18083.06

Profit Before Tax 948.00 1474.27 966.31 1480.74

Less Provision for Tax 357.40 503.96 337.52 490.76

Profit After Tax 469.09 915.92 507.28 935.61

Profit available for Appropriation 2734.04 2604.23 2707.49 2564.80

Transfer to General Reserves : 270.70 261.50 270.70 256.50

Equity Dividend_ 92.38 9238 92.38 92.38

Tax on Dividend 15.70 15.70 1570 15.70

Balance carried to Balance Sheet 2355.25 2234.64 2328.70 2200.21

EPS (inRs.) 2.54 4.96 275 5.06

During the year under review, your Company has achieved a sales and other income (standalone) of Rs. 21,424.05 Millions as compared to Rs. 19,563.80 Millions during year ended 31.03.2010. The standalone profit after tax of the company during the year under review is Rs. 507.28 million as against Rs. 935.61 million for the year ended 31.03.2010.

The consolidated turnover of the company including its subsidiaries and Joint Ventures amounts to Rs. 22,03875 Million during the year under review as against Rs. 19823.45 million and the profit after tax on consolidated basis comes to Rs. 469.09 Million during the year under review as against Rs. 915.92 million for the year ended 31.03.2010.

2. DIVIDEND:

Keeping in mind the overall performance and the prospects for your company, the Directors wish to maintain the dividend at Rs. 0.50 per share of face value Rs. 2/-, entailing a payout of Rs. 92.38 Million. The corporate dividend tax amounts to Rs. 15.70 Million. The dividend if approved, would be paid to all the members whose names appear in the list of members as of record date, i.e. 17th June 2011.

3. MANAGEMENT:

i) BOARD COMPOSITION

The Board lays emphasis on transparency in its activities, and quality outputs. It ensures that the principles of good corporate governance are adhered to strictly at all times. There were no changes in the composition of the Board for the financial year ended 31st March, 2011. Two of the directors, Mr. K. Kannan and Mr. P. Venkatesh, are retiring by rotation in the ensuing Annual General Meeting and Mr. P. Venkatesh being eligible, offers himself for reappointment. However, Mr. Kannan is not offering himself for reappointment.

ii) CORPORATE SOCIAL RESPONSIBILITY:

As part of corporate social responsibility, a special coaching session was conducted at Gopalapuram Hr. Secondary School, Chennai to improve the academic performance of economically poor students in VI to X Standard in various subjects. The Managements Sarva Siksha Abhiyan was implemented in various projects sites during the current year. A job fair was organized at Tirunelveli during July 2010.

On 15th August 2010, a blood donation camp was organized by the company in association with Lions Club Hyderabad. A medical camp was organized at Bangalore Region, New Delhi region, Chennai Airport expansion Project site and Chennai Airport Cargo project site during the year.

iii) GROWTH PARAMETERS:

The orders on hand as of date is about Rs. 49,675.43 Million (2010: 33,916 Million). Some of the major orders are listed hereunder:.

i) Thermal Power Plant Nellore - 3540.00 Million CCCL Ed ac Energy Limited

ii) Chennai Metro Rail - 2345.00 Million Chennai Metro Rail Limited

iii) Airport Goa - 2047.00Million Airport Authority of India, New Delhi

iv) Kolkata Metro Rail - 1457.00 Million Kolkata Metro Rail Limited

The above four orders put together is of worth Rs. 9389 Million.

4. DIRECTORS

Mr. P. Venkatesh and Mr. K. Kannan, Directors, retire by rotation at the ensuing Annual General Meeting, and Mr. P. Venkatesh being eligible, offers himself for reappointment. However, Mr. Kannan is not offering himself for reappointment. The Board places on record its sincere gratitude to Mr. Kannan for his immense contribution to the Board and the Company in the fields of finance, taxation and administration. The Board also wishes him a long and healthy life ahead.

The profile of the retiring director Mr. P. Venkatesh is given in Annexure -II

Your Directors recommend the reappointment of Mr. P. Venkatesh as Director at the ensuing Annual General Meeting

5. AUDITORS

The Auditors, M/s. Murali Associates, Chartered Accountants, Chennai who were reappointed as statutory auditors to hold office until the conclusion of the ensuing Annual General Meeting, have merged with A.S.A. & Associates, New Delhi and are called A.S.A. & Associates with effect from 01.02.2011. The members have approved the change in the Audit Firm consequent to merger, through a postal ballot conducted in March 2011. The audited accounts for the FY 2010-11 are being signed by A.S.A & Associates. The

Board recommends that A.S.A & Associates be appointed as statutory auditors for the FY 2011-12. A Certificate from the A.S.A & Associates, has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

6. CORPORATE GOVERNANCE:

CCCL is committed to good corporate governance and it understands and respects its fiduciary role in the corporate world. The Compliance Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock Exchanges is furnished as part of Corporate Governance Report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Companys Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is enclosed as a part of the Annual Report elsewhere.

7. PARTICULARS OF EMPLOYEES u/s217(2A)

The information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011 forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders, excluding the Statement of Particulars of Employees under Section 217(2A). Any shareholder, interested in obtaining a copy of this statement, may write to the Company Secretary at the Registered Office of the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby state under Section 217(2AA) of the Companies Act,1956 that:

a) In the preparation of the Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any;

b) The accounting policies have been consistently applied and such judgments and estimates have been made 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 of the Company for that period;

c) Proper and sufficient care was taken for the 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 fraud and other irregularities;

d) The accounts have been prepared on a going concern basis.

9. FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

10. DEPOSITORY SYSTEM:

As you are aware, the company has an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) to enable the shareholders to hold shares in dematerialized form. About 97% of the total equity shares have been dematerialized with NSDL and CDSL asof 31stMarch2011 as detailed hereunder:

Summary of Shareholding as on 31/03/2011

Category No. of Total % Holders Shares to Equity

PHYSICAL 159 5885031 3.184933%

NSDL 12730 175977680 95.237755%

CDSL 4984 2914514 1.577312%

Total 17873 184777225 100.00%

12. EMPLOYEES STOCK OPTION PLAN (ESOP) SCHEME

Of the vested options in the year 2007 (314000 shares out of options granted 395000 shares), 94550 equity shares of Rs. 2/- each had been transferred to the employees who had exercised their options during May 2010 as first installment of 35%. For second installment of 35%, of the vested 108340 shares, 161 employees had exercised their options for 91225 shares of Rs. 2/- each in April 2011. The balance shares available for grant with the Trust is 1064225 shares as of date. The Company had allotted 1250000 shares to CCCL Employees Welfare Trust.

A certificate from the auditors stating that the scheme has been implemented in accordance with the SEBI Guidelines and is in accordance with the resolution passed by the Company in the General Meeting, pursuant to Clause 14 of Part A of SEBI (ESOS and ESPS) Guidelines, 1999 is enclosed in the annexure to Corporate Governance Report.

A detailed disclosure pertaining to this Scheme is given in Annexure-III.

13. SUBSIDIARIES:

As required under the provisions of Section 212 of the Companies Act, 1956, a statement of the holding companys interest in the subsidiary companies is attached as Annexure-I and form part of this report.

In view of the general exemption granted by Central Government vide MCA circular No.2/2011 dated 8th February 2011 under Section 212(8) of the Companies Act, 1956, the required disclosures in respect of subsidiary companies are not enclosed along with this Report. However, we undertake that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Registered Office of the company and of the subsidiary companies concerned.

14. REVIEW OF SUBSIDIARIES OPERATIONS

(i) M/s.Consolidated Interiors Ltd.:

During the year under review, the company has achieved a sales turnover of Rs. 509.90 Millions compared to Rs. 217.06 Millions achieved during the previous year registering an increase of about 135%. The PBT variance from the previous year is 269%. On a paid up share capital of Rs. 67.78 Millions, the EPS is Rs. 0.28 for the current year. The orders expected are to the tune of Rs. 561 Millions.

(in Rs. Millions) Sl. Particulars 31.03.2011 31.03.2010

1. Turnover 509.90 217.06

2. Profit Before Tax 8.16 2.21

3. Profit After Tax 1.89 1.15

4. Order Book 406.30 411.20

5. EPS (InRs.) 0.28 0.17

6. Paid up Equity- share capital 67.78 67.78

(ii) Noble Consolidated Glazings Ltd.

During the year under review, the company has achieved a sales turnover of Rs. 603.50 Millions compared to Rs. 583.42 Millions achieved during the previous year registering an increase of about 3.44%. The PBT variance from the previous year is

19.70%. On a paid up share capital of Rs. 16.47 Millions, the EPS is Rs. 16.50 for the current year.

(in Rs. Millions) Sl. Particulars 31.03.2011 31.03.2010

1. Turnover 603.50 583.42

2. Profit Before Tax 40.70 34.00

3. Profit After Tax 27.18 21.87

4. Order Book 254.00 396.85

5. EPS (InRs.) 16.47 13.26

6. Paid up Equity share capital 16.50 16.50

(iii) CCCL Infrastructure Limited:

The company had been awarded Letter of Intent on 11th December 2010 by NTPC Vidyut Vyapar Nigam Limited (NVVN), the Nodal agency designated by Jawaharlal Nehru National Solar Mission. Following that, a Power purchase Agreement (PPA) has been signed with NVVNL, New Delhi. The project provides CCCL Infrastructure Ltd. an opportunity to set up a grid connected 5 MW capacity solar power project at Tuticorin district, Tamilnadu at a project cost of Rs. 60 crores. The power generated by CCCL Infrastructure Ltd. under Build Operate Transfer basis will be procured by NVVN for 25 years at Central Electricity Regulatory Commission approved tariff. The applicable CERC approved tariff rate for this project is Rs. 12.70 per unit. The project is expected to produce 8 million units of power annually and generate a cash inflow of Rs. 93.27 crores over the 25 year period.

iv) CCCL Pearl City Food Port SEZ Limited

This is a subsidiary of CCCL Infrastructure Limited. Enquiries are being received from parties with interest to establish food processing units like sea food, spices, tea, pulses and beverage concentrates. The Company has signed quite a few Memorandum of Understanding (Mou) with institutions to enable it to achieve a robust growth in the development of SEZ at Tuticorin.

v) Delhi South Extension Car Park Limited

This subsidiary was formed exclusively to execute the Automatic Multi Level Car Parking Project (BOT basis) in South Extension, New Delhi. The

project cost envisaged is Rs. 270 crores. Pursuant to this, CCCL had entered into a concession agreement with Municipal Corporation of Delhi (MCD) on 14th March, 2011 to execute the above said project and thereafter, vide Board Resolution passed by the Management Committee on 28th March, 2011, your Company has authorized Delhi South Extension Car Park Limited to function independently to execute the above said project.

vi) CCCL Power Infrastructure Limited

A separate subsidiary in the name of CCCL Power Infrastructure Services Limited was incorporated on 04.06.2010 with a view to execute power projects. During the year, there was a change in the name of the Company from "CCCL Power Infrastructure Services Limited" to "CCCL Power Infrastructure Limited" with effect from 31.12.2010. An associate Company named CCCL Edac Energy Limited has also been promoted and the same has received a BOP Package for thermal power plant for which your Company has received the civil package

15. MANAGEMENT DISCUSSION & ANALYSIS:

For detailed operational review kindly refer to Management Discussion and Analysis and the Report on Corporate Governance, which forms part of this Annual Report.

16. RESOLUTION BEFORE THE AGM

The Board places before the members a resolution for approval of a limit upto USD 100 Million for borrowings by way of private placement, issue of ADRs, GDRs, convertible and non convertible debentures, other securities to firms, bodies corporate, NRIs, FIIs, financial institutions, mutual funds etc. within the overall borrowing powers under Section 293(l)(d) of the Companies Act, 1956. The Board recommends the resolution.

17. DISCLOSURE U/S217(1)(E)

Technology absorption, adaptation and innovation

As the Company has not carried on any manufacturing activity, reporting under sec 217(l(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, with regard to conservation of energy and technology absorption doesnt arise.

18. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs.in Million)

Particulars 31.03.2011 31.03.2010

i) Earnings:

Foreign Exchange 5.05 0.92

ii)Outgo:

a) Travelling expenses 3.06 4.92

b) Import of Equipment 386.61 184.45

c) Professional charges 4.78 48.01

d) Subscription 0.07 0.01

e) License fee 0.96 Nil

f)JV Expenses 62.90 108.40

g) Overseas branch expenses 6.67 Nil

h) Reimbursement of expenses to member of Herve Pomerleau International CCCLJointVenture 5.05 9.17

Total 470.10 354.96

19. ACKNOWLEDGEMENT

Your Directors express their gratitude to the Bankers, Financial Institutions, government authorities, Stock Exchanges, regulatory agencies, and esteemed customers and suppliers for their co-operation, and support. The company immensely thanks its investors for their continued trust and patronage. The Board places on record its gratitude to Herve Pomerleu Inc., Canada for their support and coordination in execution of Airport Project at Chennai.

The Management is thankful to its employees for their contribution to the company in tiding over difficult times and also for their unstinted enthusiasm in delivering quality output.

For and on behalf of the Board

R.Sarabeswar Chairman

Place: Chennai Date : April 28, 2011


Mar 31, 2010

The Directors have great pleasure in presenting this 13th Annual Report together with the Audited Financial Statements for the year ended 31st March 2010.

1. FINANCIAL RESULTS

The financial results of the Company are given below: (Rupees in Million)

Particulars Consolidated Standalone for the year ended for the year ended

31-03-2010 31-03-2009 31-03-2010 31-03-2009

Income from Operations 19759.45 18413.07 19500.43 17558.61

Other Income 64.00 94.23 63.37 90.67

Expenditure 18349.20 17397.55 18083.06 16599.12

Profit Before Tax 1474.27 1109.75 1480.74 1050.16

Less Provision for Tax 503.96 381.77 490.76 359.60

Profit After Tax 915.92 727.98 935.61 690.56

Profit available for Appropriation 2604.23 1987.11 2564.80 1927.55

Transfer to General Reserves 261.50 195.30 256.50 192.80

Equity Dividend 92.38 92.38 92.38 92.38

Tax on Dividend 15.70 15.70 15.70 15.70

Balance carried to Balance Sheet 2234.64 1683.72 2200.21 1626.65

EPS (inRupees) 4.96@ 19.70 5.06** 18.70

@ comparable EPS based on equity share of Rs.10: Rs.24.78/-

**comparable EPS based on equity share of Rs.10: Rs.25.32/-

During the year under review, your Company has achieved a sales and other income (standalone) of Rs.19563.80 Millions compared to Rs. 17649.28 Million achieved during the previous year registering an increase of about 11%. The PAT variance from the previous year is 35%.

The consolidated turnover of the company including its subsidiaries and Joint Ventures amounts to Rs.19759.45 Million and the profit after tax on consolidated basis comes to Rs.915.92 Million. There is a reduction in the profitability on a consolidated basis which is mainly due to the fact that one of the subsidiaries, viz. CCCL Infrastructure Ltd., is yet to start its operations.

2. DIVIDEND:

Keeping in mind the overall performance and the prospects for your company, the Directors wish to recommend dividend at Rs.0.50 per share of face value Rs.2/-, entailing a payout of Rs 92.38 Million. The corporate dividend tax amounts to Rs 15.70 Million. The dividend if approved, would be paid to all the members whose names appear in the list of members as of record date, i.e. 17th June 2010.

3. i) Management:

The Board focuses on improvement in every area of operation with transparency in its activities, and emphasis on quality outputs. It ensures that the principles of corporate governance are adhered to strictly. There were no changes in the composition of the Board during the current year. Two of the directors are retiring in the ensuing Annual General Meeting and are eligible for reappointment.

ii) Corporate Social Responsibility:

The Board also emphasizes on corporate social responsibility and towards this, 39th National Safety Day was celebrated on 4th March 2010 at various project sites. Safety awareness demonstration was conducted at Dhanalakshmi Srinivasan Medical College Site at Perambalur and Safety Pledge was taken at Vedanta Township site at Orissa. Best Safety Worker Awards were presented to workmen employed at Chennai Airport Cargo Site, Mahindra Automotive Limited site, Pune, KMC Trauma Block site, Mangalore and at Delhi Metro Railway site at Delhi. Safety Award for the year 2008 was bestowed on the company by National Safety Council of India for developing and implementing effective systems and procedures and achieving good performance of occupational safety and health system at project sites.

The Board wishes to place on record that under Sarva Shiksha Abhiyan Scheme (SSA), an alternative Education Centre was started in Mahindra Research Valley Project at Chengalpet. Under this Scheme, free distribution of uniforms, school bags, note books, dictionary, atlas and pen boxes were made to all the children studying in this centre. Similar centres are now being run at project sites at MRV Chennai and Dhanalakshmi Srinivasan Medical College project sites for the children of construction workers.

Medical Camps were conducted at project sites in Chennai, Bangalore, Coimbatore and Puducherry for the benefit of construction workers working at these sites.

You can also recall the platinum rated green building award by USGB Council for Godrej & Boyce CII Green Business Centre, Hyderabad built by CCCL in the past; the building was awarded 56 points out of 69 which is the highest awarded to any building in the world. The company has in place a system to inform the Board about the risk assessment and the minimization procedure along with periodical review to ensure Management control and their proper definition.

iii) Growth Parameters:

The Board feels the end of economic recession and with expected growth in infra and other sectors, the company will be able to maintain its order book and simultaneously, the growth.

The orders on hand as of date is about Rs.33916 Million (2009:33228 Million). Notable orders are of ONGC Delhi - proposed green building, for Rs.431 Crores and Delhi Metro Rail multi level car park for Rs. 142 Crores which is the first of its kind in the country.

iv) Prospects:

After the taking up of Airport project at Chennai, your company is poised to enter into other infrastructure projects namely power, roads, pipe line laying, along with housing including low cost housing. In the coming years, we are confident of witnessing better future for the company.

4. DIRECTORS

Mrjayaram Rangan and Dr.P.K.Aravindan, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The profiles of the retiring directors are given in Annexure - B.

5. AUDITORS

The Auditors, M/s. Murali Associates, Chartered Accountants, Chennai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A Certificate from the Auditors has been received to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

6. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section entitled "Corporate Governance" has been included in this Annual Report.

No share has been pledged by the promoters/persons acting in concert and the same has been published along with financial results periodically.

7. SPLIT OF FACE VALUE OF SHARE INTO Rs.2/-:

The members at their Extra Ordinary General Meeting on 27th January 2010 had approved the split of equity shares into Rs.2/- per share from the existing Rs.10/- per share. The equity share capital now consists of 18,47,77,225 equity shares of Rs.2/- each from the previous 3,69,55,445 equity shares of Rs.10/- each. The paid up value of equity share capital remains at Rs.36,95,54,450/-. Necessary intimation of change in holding had been sent to individual shareholders by the company.

8. PARTICULARS OF EMPLOYEES u/s217(2A)

Particulars of employees who are in receipt of remuneration prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are enclosed as Annexure C.

9. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby state under Section 217(2 A A) of the Companies Act, 1956 that:

a) In the preparation of the Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any;

b) The accounting policies have been consistently applied and such judgments and estimates have been made 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 of the Company for that period;

c) Proper and sufficient care was taken for the 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 fraud and other irregularities;

d) The accounts have been prepared on a going concern basis.

10. FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

11. DEPOSITORY SYSTEM:

As your are aware, the company has an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) to enable the shareholders to hold shares in dematerialized form. About 95% of the total equity shares have been dematerialized with NSDL and CDSL as of 31st March 2010 as detailed hereunder:

S.No Mode of No. of Total % Holding Holders Shares to Equity

1 Physical 65 7820030 4.23

2 Demat

i. NSDL 12318 174180627 94.27

ii.CDSL 4554 2776568 1.50

Total 16937 184777225 100.00

12. EMPLOYEES STOCK OPTION PLAN (ESOP):

The Employees Stock Option Plan is in force since February 2007, after its constitution under the authority granted by the shareholders at the Extraordinary General Meeting held in December 2005. The company had granted options aggregating to 79000 Equity shares pursuant to the ESOP approved by the Board resolution dated 12th March 2007. The company had transferred to CCCL Employees Welfare Trust 1,00,000 Equity shares vide the resolution passed at the EGM held in December 2005 followed by the Board meeting held in February 2006. After the bonus issue of shares on April 16, 2007, the total holding of the Trust had increased to 2,50,000 Equity Shares. (After split: 12,50,000 equity shares).

Of the vested options in the year 2007 (62800 shares out of options granted 79000 shares), 18910 (after split, 94550 equity shares of Rs.2/- each ) shares are to be transferred to the employees who have exercised their options during February-March, 2010. The balance shares available for grant with the Trust is 11,55,450 shares as of date. Further shares would be allotted to the Trust (subject to a limit up to 5% of the paid up share capital of the company) as and when approval from NSE/BSE is received for the ESOP. In order to get approval afresh, your Board places before the members a resolution earmarking 5% of the paid up share capital of the company at any given time, for allotment to the CCCL Employees Welfare Trust under the new ESOP 2010 in substitution of the existing ESOP 2005.

Further during the year 2009-10, 1,84,825 options had been granted to 714 employees and the vested options are to the tune of 1,44,675 shares (545 employees).

Highlights of ESOP as under:

a) Total Options granted in 2007 - 79000**

b) The pricing formula - At par**

c) Options vested in 2007 - 62800**

-Options granted in August 2009 - 184825**

-Options vested in 2009 - 144675**

d) Options exercised in 2010 - 18910** (94550)

e) Total number of shares available in CCCL Employees Welfare Trust after Exercise of options in 2010 - 231090**

(1155450)

**Shares are of face value Rs.10/-. The figure proportionately changes with sub division of face value of equity share into Rs.2/- each effective from 12.2.2010.

f) Options Lapsed - Nil

g) Variation of terms of options - N A

h) Money realized by exercise of options - Rs.189100/-

i) Total number of options in force - 231090** (1155450) j) Employee wise details of the shares issued to:

i) senior managerial personnel - 3

ii) any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; - NIL

iii) identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; - NIL

k) Diluted EPS pursuant to issuance of shares under ESPS: - NA.

1) The impact of difference between employee compensation cost and the employee compensation cost that shall have been recognized if it had used the fair value of options, on the profits and EPS: - NA.

m) Weighted average exercise prices and weighted average fair values of options: - NA.

n) Description of the method and significant assumptions used during the year to estimate the fair values of options: - NA.

A certificate from the auditors stating that the scheme has been implemented in accordance with the SEBI guidelines and in accordance with the resolution of the company in the general meeting, pursuant to Clause 14 of Part A of SEBI (ESOS & ESPS) Guidelines, 1999, is enclosed with this report.

13. SUBSIDIARIES:

The statement as required under Section 212(3) of the Companies Act, 1956 in respect of subsidiary companies is annexed as Annexure A.

(i) M/s.Consolidated Interiors Ltd.:

(in Rs. Millions)

Sl. Particulars Consolidated Interiors Ltd. 31.03.2010 31.03.2009

1. Turnover 217.06 602.23

2. Profit Before Tax 2.21 37.38

3. Profit After Tax 1.15 24.41

4. Order Backlog 411.20 146.00

5. EPS Rs.0.17 Rs.3.91

6. Paid up Equity share capital 67.78 67.78

Due to economic recession witnessed in the IT industry, your subsidiary was not able to achieve a better turnover coupled with profitability. However, with signs of recovery in IT Industry along with housing projects and administrative blocks, the performance of the subsidiary is expected to be better next year.

ii) Noble Consolidated Glazings Ltd.

(in Rs. Millions)

Sl. Particulars Noble Consolidated Glazings Limited 31.03.2010 31.03.2009

1. Turnover 583.42 260.31

2. Profit Before Tax 34.00 24.56

3. Profit After Tax 21.87 15.89

4. Order Backlog 396.85 451.84

5. Paid up Equity share capital 16.50 16.50

6. EPS Rs.13.26 Rs.9.63

Orders expected are to the tune of Rs.1753 Million and with the present order book, the company is poised for better growth in the coming years.

(iii) CCCL Infrastructure Limited:

A separate subsidiary of CCCL Infrastructure Ltd., named CCCL Pearl City Food Port SEZ Ltd. has been incorporated during the year under review, to promote the Special Economic Zone for Food Processing.

The Board is pleased to inform that the first processing unit for honey is being set up in the SEZ and the lease agreement will be effective from May 15, 2010. More enquiries are being received from parties with interest to establish food processing units like sea food, spices, tea, pulses and beverage concentrates.

The full benefit of the companys SEZ activities will accrue in future and the effect of the same will be reflected in the coming years.

14. MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement, a separate section under "Management Discussion & Analysis" is attached herewith.

15. RESOLUTIONS BEFORE THE AGM:

i) The Board places before the members a resolution for approval for the ESOP 2010 in substitution for ESOP 2005, earmarking 5% of the paid up equity share capital for allotment to the CCCL Employees Welfare Trust. The Board recommends the ordinary resolution with a view to encouraging the employees further.

ii) The Board places before the members a resolution for approval for a limit up to USD 100 Million for borrowings by way of private placement, issue of

ADRs, GDRs, convertible and non convertible debentures, other securities to firms, bodies corporate, NRIs, FIIs, financial institutions, mutual funds etc. within the overall borrowing powers u/s 293(l)(d) of the Companies Act, 1956. The Board recommends the resolution.

iii) In view of the proposed plans to enter into infrastructure sector like roads, bridges and power stations, and also to cater to the future requirements, the borrowing powers -both funded and non funded- of the Company are inadequate and need to be enhanced. The members had given consent to the company to borrow up to Rs.2800 Crores in the 11th Annual General Meeting held on 25th June 2008. The Board now proposes to seek the members approval for enhancement in borrowing powers (including corporate guarantees) up to Rs.3500 Crores to meet the contingent requirements of credit for expanded activities in infrastructure sector, and a resolution is being placed before the members in this Annual General Meeting for their approval. It is pertinent to note that the Net Worth of the Company as of 31st March 2010 stands at Rs.584.00 Crores and the total borrowings are to an extent of Rs.2043.00 Crores (both funded and non funded creditlimits.)

iv) The Board of Directors recommends resolution for renewing the agreement with the firm, Samruddhi Holdings, in which the directors are interested, for usage of Trade Mark and Logo, for a further period of five years.

v) A resolution is being placed for getting the approval of members at the ensuing AGM for loans and investments in bodies corporate, firms, subsidiaries and associate firms, bodies corporate, upto a limit of overall borrowing powers of the company.

vi) A resolution approving the enhanced remuneration to Mr.S.Kaushik Ram, son of Mr.R.Sarabeswar, Chairman & CEO of Rs.7.50 lakhs for a period of five years, in the senior covenanted cadre, a recommended by the Compensation Committe and subject to Central Government approval i being placed before the members for their approval

16. DISCLOSURE

Technology absorption, adaptation and innovation:

The activities of the company do not involve any f oreigr technology and consequently process of absorption o technology and its adaptation does not arise. Howevei innovative methods of construction are continuously under introduction suiting the requirements of the jobs executed.

Foreign Exchange Earnings And Outgo

Earnings Rs.0.92 Million

Outgo:-

For Travel Rs. 4.92 Million

For Import of Equipment Rs. 184.45 Million

Professional Charges Rs. 48.01 Million

Subscription Rs. 0.01 Million

Licence Fee Rs. Nil

JV expenses Rs. 108.40 Million

17. ACKNOWLEDGEMENT

Your Directors express their gratitude to the Bankers, Financial Institutions, government authorities, Stock Exchanges, regulatory agencies, and esteemed customers and suppliers for their co-operation, and support. The company immensely thanks its investors for their continued trust and patronage. The Board places on record its gratitude to Herve Pomerleu Inc., Canada for their support and coordination in execution of Airport Project at Chennai.

The Management is thankful to its employees for their contribution to the company in tiding over difficult times and also for their unstinted enthusiasm in delivering quality output.

For and on behalf of the Board

Place: Chennai R.Sarabeswar

Date : April 28, 2010 Chairman



 
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