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Directors Report of RPP Infra Projects Ltd.

Mar 31, 2023

The Directors take pleasure in presenting the 28^th Annual Report on the business and operations of RPP Infra Projects Limited together with the Audited Statement of Accounts for the year ended 31^st March 2023.

1. Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your Company''s standalone and consolidated results are as under:

(Rs. in Crore)
	Year ended
Particulars	31-Mar-23	31-Mar-22	31-Mar-23	31-Mar-22
	Standalone		Consolidated
Turnover	1,005.25	779.82	1,040.33	801.68
Profit/(Loss) before taxation	38.76	14.19	41.73	11.19
Less: Tax expense	12.76	5.83	12.76	5.83
Profit/(Loss) after tax	25.99	8.36	28.96	5.36
Add: Balance B/F from the previous year	195.63	187.08	198.48	189.54
Balance Profit / (Loss) C/F to the next year	221.63	195.63	227.44	198.48

2. Operations and Performance Review

The Company achieved good results for the financial year 2022-23. Company''s revenue increased during the year 2022-23, as compared to the previous financial year, with margin and profitability also witnessing expansion as compared to the previous financial year 2021-22.

Company''s performance improved during the 4^th quarter and it expects to maintain the same in the coming year. During the year, the Company was awarded more contracts and has a strong work order of '' 3200 crore.

The Company achieved a turnover of '' 219.39 crores during first quarter of 2022-23, with PBT of '' 6.48 crore and PAT of '' 3.60 crore. In the second quarter, Company achieved a turnover of '' 250.78 crore with PBT of '' 5.19 crore and PAT of '' 3.27 crore. Third quarter witnessed a decline in turnover to '' 231.86 crore, yet PBT increased to '' 10.62 crore and PAT to '' 7.79 crore. The last quarter had much higher turnover of '' 298.27 crore, with higher PBT of '' 16.46 crore and higher PAT of '' 11.33 crore.

Standalone Results

During the year under review, revenue from operations increased to '' 1,005.25 crore from '' 779.82 crore in the previous year, reflecting an increase of 28.90% from the last financial year.

Profit after tax increased to '' 25.99 crore during the financial year, against '' 8.36 crore in the previous financial year. The Company''s net worth increased to '' 342. 59 crore as on 31^st March 2023, as compared to '' 317.61 crore as on 31^st March 2022.

Consolidated Results

Consolidated revenues for the year under review was '' 1,040.33 crore, against '' 801.68 crore in the previous financial year, recording an increase of 29.77% as compared to the previous financial year.

Consolidated profit after tax increased to '' 28.96 crore, against '' 5.36 crore for the previous financial year. The Company''s consolidated net worth increased to '' 362.19 crore as on 31^st March 2023, up from '' 336.66 crore as on 31^st March 2022. The increase in networth was also owing to capital raising under preferential issue and conversion of partly paid shares into fully paid shares by the Company.

In accordance with Accounting Standard AS-21 on consolidated financial statements, the audited consolidated financial statements are also provided along with standalone financial statement in the Annual Report.

3. Company''s Affairs and Future Outlook

The Company performed well in the current year despite high inflation and challenges due to the Russia-Ukraine war. The Company achieved increase in profit and turnover during the year.

Your Company continues to have strong orderbook which at the end of the financial year 2022-23 stood at '' 3,200 crore.

Your Company is bound to have better performance in the future as contracts and orders are from the government, who are safest customer and provides stability to The Company even in challenging times. Your Company has received the following major contracts during the year 2022-23 and till the date of this report, and Company has continued its focus to small and mid-sized projects in segments of water and infrastructure domains:

â¢ Major Upgradation of Lucknow Railway Station of Northern and North Eastern Railways on Engineering, Procurement and Construction (EPC) mode. (Upgradation of Lucknow Railway Station) for '' 399.00 Crore (Inclusive of GST).

â¢ Widening the East Coast Road (ECR) to six lane (Infrastructure Department) for '' 104.79 crore (Inclusive of GST).

â¢ Rectification of black spot by constructing a 3 lane additional flyover with vehicular underpass at different location in the project of Salem- Kumarapalyam section of NH-544 in the state of Tamil Nadu on EPC mode (Infrastructure Department) for '' 125.85 Crore (Inclusive of GST).

â¢ Repair & Construction works of Old Buildings for Reopening of Old District Jail at Bareilly Uttar Pradesh, on EPC Basis (Building Department) for '' 148.00 Crore (Inclusive of GST).

â¢ Implementation of Ground Water Based Mini Piped Water Supply Schemes within 08 Blocks in The District of Dakshin Dinajpur under Balurgat Division, PHE Dte. RPP:51% & Infrastructures:49%. (Water Department West Bengal) for '' 104.54 Crore (Inclusive of GST).

â¢ I mprovement to Water Supply Services in Sheopurkalan and Badoda Nagar Parishads in Sheopur District in Madhya Pradesh. (Water Department) for '' 170.88 Crore (Excluding GST).

The details of the affairs of the Company and future outlook has also been provided at other places including Management Discussion and Analysis Report forming part of this report.

4. Change in Nature of the Business

There was no change in the nature of the business of the Company and its subsidiaries during the year. The company has obtained shareholders approval for change of company name from R.P.P Infra Projects Ltd to Sri R.P.P Infra Projects Ltd. Lunkar Finance Pvt Ltd (subsidiary company) submitted the application of surrendering of NBFC license to RBI and pending with RBI.

5. Dividend

Your Directors regret to inform that they have decided against the recommendation of dividend for the financial year 2022-23 owing to lower profit expectation during the financial year 2022-23 and with a view to conserve resources and liquidity owing to requirement of funds for future projects of the Company.

6. Transfer to Reserves

Company has not transferred any amount to the reserve during the year. All profits are carried forward in the P&L Account.

7. Share Capital

During the financial year, the paid-up capital of the Company increased to '' 37.46 crore from '' 36.69 crore in the previous year. Company has issued 3,00,000 equity shares of face value '' 10 per

share and 1,15,00,000 convertible warrants issued at a price of '' 44.25 each to Non-Promoter Group.

During the year, partly paid rights issue also converted into fully paid up rights issue.

Rights Issue:

Your Company has made rights issue of 1.60 crore equity shares at a price of '' 30 per share aggregating upto '' 48 crore. The right basis was made to existing equity shareholders in the ratio of three right equity shares for every five fully paid equity shares held by shareholders.

Based on application, the Company has allotted 1,42,30,000 equity shares on 26^th October 2021 on receipt of '' 18 (including premium of '' 12). Further, Company has made first and final call of balance '' 12 (including premium of '' 8) on 3^rd February 2022.

During the financial year, 4,73,069 no. of partly paid converted into fully paid shares and remaining outstanding partly paid shares is 7,21,220 and 6,941 partly paid shares was converted into fully paid up as on 06.03.2023 and the process was completed after balance sheet date.

4,37,579 partly paid shares were converted into fully paid shares as on 13^th June 2023 and the remaining outstanding partly paid shares is 2,76,700.

Preferential Issue:

Your company has made preferential issue of 3,00,000 equity shares and 1.15 crore warrants at '' 44.25 per share/warrants. Company has made allotment of 3,00,000 equity shares of the face value of '' 10 and 1.15 crore convertible warrants is issued at '' 44.25 warrants as on 6^th March, 2023 and each warrant will be converted into one equity share of face value of '' 10 each within 18 months'' time limit from the date of allotment.

Authorized Share Capital:

During the year, there is no change in the authorised capital and remained same as 50 crore authorised capital.

8. Annual Return

The Annual Return in the e-form MGT - 7 for the financial year 202223 is provided on the Company''s website at web-link http://www. rppipl.com/investor.php and may be treated as part of Board Report.

9. Board of Directors and Meetings of the Board

The Board is properly constituted with an appropriate mix of executive, non- executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and management.

The Board is constituted in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015. The total strength of the Board comprised of six directors during financial year 2022-23. Board comprised of two executive promoter directors, one non-executive director and three independent directors, with one woman director being part of Board. The composition of the Board was proper throughout the financial year as per Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

Mr. K Rangasamy resigned as Independent Director from 21^st April 2023. Due to resignation of Independent Director, composition of Executive, Non-Executive Director and Independent Director is not maintained as per Section 149 of the Companies Act, 2013 and as per Regulation 17 of SEBI(LODR) Regulations, 2015, Mr. Thangavel was appointed as Independent Director as on 21^st July 2023 subject to approval of shareholders in the upcoming AGM.

More details about the Board, including the profile of directors are provided in the Corporate Governance Report forming a part of the Board Report.

During the financial year 2022-23, six board meetings were held on 30^th May 2022, 12^th August 2022, 14^th November 2022, 06^th January 2023, 11^th February 2023, and 30^th March, 2023.

The attendance of Directors in the Board meeting is provided below:

Name of the Director	Number of Meetings Held	Number of Meetings Entitled To Attend	Number of Meetings Attended
Mr. P. Arulsundaram	6	6	6
Mrs. A. Nithya	6	6	6
Mr. P. Muralidasan	6	6	6
Mr. K. Rangasamy	6	6	6
Mr. P. R Sundararajan	6	6	6
Mr. R. Kalaimony	6	6	3

10. Loan, Guarantees and Investments under Section 186

During the financial year 2022-23, the Company has not made any investment, granted any loan or extended any guarantee or provided any security in connection with the loans to other companies.

Company has incorporated Five joint venture in form of partnership namely RPP-HSEA JV, RPP-OPG JV, RPP-Infrastructure, RPP-P&C Vagmine JV and V Satyamoorthy & Co RPP JV for bidding various project and the said partnership has also been awarded with the contract.

The investment is within the limit of Section 186 of the Companies Act 2013. Further, Company has not made any loan or guarantee or security or investment in subsidiaries including wholly owned subsidiaries or joint venture during the financial year 2022-23.

Please refer to note no. 6 of Notes to Accounts for details of all investments made by the Company.

11. Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, for the financial year 2022-23 in the prescribed format, AOC - 2 has been enclosed with this report as Annexure - 1.

The Company enters into bidding agreement with various parties including related parties for making ofbidding to various Government Departments as per qualification criteria. These agreements when made are made in ordinary course of business and on arm''s length basis as acceptable in this industry. Company ensures to have similar/ same terms and conditions for all agreements, including with related party. These are as per the bidding agreement, where formal agreement needs to be entered on award of the work by the Government Department.

Company do obtain omnibus approval of the Audit Committee and wherever it goes forward for contract and also obtains Board/ Members approval. Company will also approach for omnibus approval to the shareholders to seek their prior approval as some of these may be material related party transection as per SEBI LODR Regulation, 2015. These will work as omnibus approval. Company will ensure that any contracts/ agreements as made, are in ordinary course of business and at arm''s length price.

12. Material Changes Affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company, i.e., 31^st March 2023 and till the date of the Directors'' Report.

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

Information as per Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been enclosed with this report as Annexure - 2.

14. Subsidiaries, Joint Venture and Associate

The Company at the end of financial year has a total of six subsidiaries out of which four are wholly owned subsidiaries (WOS), one is step-down subsidiary and one company though subsidiary is in nature of joint venture. RPP-Annai (JV) Private Limited has been incorporated as subsidiary as Company holds 51% in it, however, it is a joint venture company. Company also has one joint venture outside India namely R.P.P Infra Projects Myanmar Ltd, which has been incorporated in

Myanmar under Myanmar Companies Act, 2017 and Company holds 49% in same.

Company has incorporated Five joint ventures namely RPP-HSEA JV, RPP-OPG JV, RPP-Infrastructure, RPP-P&C Vagmine JV and V Satyamoorthy & Co RPP JV during the financial year 2022-23, which is joint venture partnership/ association for bidding and taking up various contracts and to meet eligibility criteria in tenders.

Further, your Company from time to time enters into bid arrangement/understanding for quoting for projects or undertaking projects under joint venture and they may be incorporated as company/ partnership/ association of persons in case of award/ allotment of project or otherwise as may be decided by the Company.

A brief of the subsidiaries is provided below for your information.

R.P.P Infra Projects (Lanka) Limited, Sri Lanka

R.P.P Infra Projects (Lanka) Limited is a wholly owned subsidiary of your Company based in Sri Lanka. The Company, during 2014-15, successfully completed a housing project for the internally displaced people of Sri Lanka''s Northern Province for which Hindustan Prefab Limited were the Project consultant.

The Company has not taken up any new project during the year under review and has no operating revenues during the financial year ended 31^st March 2023. The Company recorded a net profit of '' 3.25 crore for the year ended 31^st March 2023.

R.P.P Infra Overseas PLC, Mauritius

R.P.P Infra Overseas PLC is a wholly owned subsidiary of your Company based in Mauritius. The principal activity of the Company is to provide infrastructure project- related consultancy services and SPV for foreign investment.

The Company had no operating revenues during the financial year ended 31^st March 2023. The company recorded a net loss of '' 0.19 crore.

Sanskar Dealcom Private Limited, India

Sanskar Dealcom Private Limited, a wholly owned subsidiary of your Company, is engaged in activities that includes being distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing agents, freight contractors, forwarding agents, licensing agents, general brokers and to carry any kind of commercial business.

The Company had no operational revenues during the year ended 31^st March 2023 and had a very insignificant net loss for the year.

Greatful Mercantile Private Limited, India

Greatful Mercantile Private Limited, a wholly owned subsidiary of your Company, is engaged in activities that include being distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing agents,

freight contractors, forwarding agents, licensing agents, general brokers and to carry any kind of commercial business.

The Company had no revenues from operations during the year ended 31^st March 2023 and had a very insignificant net loss for the year.

Lunkar Finance Private Limited

Lunkar Finance Private Limited is a step-down subsidiary of your Company. Sanskar Dealcom Private Limited and Greatful Mercantile Private Limited holds the entire paid- up capital of this company and hence step-down subsidiary of your Company. It is a non-deposit taking NBFC.

The Company had no operational revenues during the year ended 31^st March 2023 and had a very insignificant net loss for the year.

Lunkar Finance Private Limited has started the process of surrendering NBFC License.

RPP-ANNAI (JV) Private Limited

RPP- Annai (JV) Private Limited has been incorporated on 10^thJuly 2019 to execute a project in joint venture with Annai Infra Developers Limited. The entire paid up capital of this company is held in ratio of 51% and 49 % respectively between the company and joint venture partner.

The Company had operational revenues '' 35.08 Crores during the year ended 31^st March 2023 and very insignificant net loss for the year.

R.P.P Infra Projects Myanmar Ltd

RPP Infra Projects Myanmar Ltd is an associate of your Company and has been incorporated under Myanmar Companies Act, 2017 as a private limited by Shares. The Company had no operational revenues during the year ended 31^st March 2023.

The Company has kept the financial statements along with the audit reports of all these subsidiaries open for inspection at the registered office of the Company. Further, the Company will provide a copy of financial statements to any shareholder, who asks for it. Further, pursuant to Section 136 of the Act, the financial statement of the Company, consolidated financial statement along with the relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company.

As required under the Section 129(3) of Companies Act, 2013 and Regulation 34(2) of SEBI (LODR) Regulation, 2015, a consolidated financial statement along with Audit Report thereon of the Auditors forms a part of the financial statement. Further, statements pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 containing the brief financials of the subsidiaries in form AOC-1 is attached with this report as Annexure - 3.

At present, none of the subsidiaries are material subsidiary. A copy of the policy determining ''material'' subsidiaries has been hosted on the website of the Company at the weblinkhttp://www.rppipl.com/

15. Consolidation of Accounts

Your Company has prepared Consolidated Financial Statements as per Ind AS prescribed under Section 129 read along with Section 133 and prescribed rules of Companies Act, 2013. The Consolidated Financial Statements reflect the financial position of the Company and Associates. As required by Regulation 34 of the SEBI (LODR) Regulations 2015, the Audited Consolidated Financial Statements together with the Independent Auditor''s Report thereon are annexed and form part of this Annual Report.

16. Risk Management Policy

Risk management is an integral part of the business. The risk management process, inter alia, provides for a review of the risk assessment and mitigation procedures with timely reporting to the management and review of the identified risks at periodic intervals to assess the progress of control measures.

The Audit committee of the Board also oversees and serves as Risk Management Committee. The Board has also constituted a Risk Management Team. The Committee had formulated a Risk Management policy that outlines the different kinds of risks and risk mitigating measures. The major risks are reviewed for the change in their nature and extent since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The details about risk and its management is provided in details appropriately in the report. The Risk Management Team works and makes report to Audit Committee. The policy and terms of reference have been provided in Corporate Governance Report forming part of the Directors Report.

17. Directors and Key Managerial Personnel

During the financial year 2022-23, your Board had six directors and no changes took place in composition of the Board during the year. Details including profile of Directors are provided in the Corporate Governance Report, which forms a part of the Board Report.

Half of the Board of the Company comprises of independent directors (ID) and the composition of the Board of Directors are in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

In terms of Section 152(6)(d) of the Companies Act, 2013, Mr Muralidasan Perumal (DIN 01771215) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee,

has recommended the re-appointment of Mr Muralidasan Perumal (DIN 01771215) at the ensuing AGM.

Further, Mr. Thangavel would be appointed as independent director in ensuing AGM. The same has been duly approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

Director has recommended the Mr Subramanian Neelakantan as independent director but same was rejected in postal ballot passed on 26^th July, 2023.

Brief resume of the Director proposed to be re-appointed has been provided in the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he held Directorship and membership/chairmanship of the Board Committees as per regulation 26(4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been provided.

Mr. A Karthiswaran has hold the position of Company Secretary from 28^th August, 2022 to 30^th March, 2023. Mr. Shammi Prakash was appointed as Company Secretary as on 30^th March, 2023.

Significant and Material Orders Passed by the Regulators, Courts Or Tribunals

There are no significant material orders passed by the Regulators / Courts / Tribunals which impact the going concern status of the Company and its future operations.

WRIT Petition is under process against the Income Tax Settlement Commission Order which has been completed in the Financial Year 2019-20 and Tax due has been paid as per ITSC order in three instalments. Two instalments paid in the financial year 2019-20 and due to Covid 19 final instalment paid in financial year 2020-21.

18.Insurance

All insurable interest of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

19. Statement in Respect of adequacy of Internal Financial Control with Reference to the Financial Statements

Internal Controls

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies. Internal Audit has been conducted by qualified external and internal auditors. Findings of the internal auditor are reviewed by the management and the report of internal auditor is placed before the Audit Committee and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

Internal Financial Controls

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls.

These include those policies and procedures that:

i. Pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company

ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures are being made only in accordance with authorizations of the management and the Directors of the Company and

iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that can have a material effect on the financial statements.

This provides the Directors reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks to enable them to meet these responsibilities. The Company has devised appropriate systems and frameworks including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, internal audit framework, risk management frameworks and whistle blower mechanism.

The Audit committee regularly reviews the internal control system to ensure that it remains effective and aligned with business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity-level policies and process-level standard operating procedures.

The entity-level policies comprise anti-fraud policies (code of conduct including conflict of interest, confidentiality and whistle blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, related party policy, prevention of sexual harassment policy, risk management policy, policy for materiality of information or events and policy for preservation of documents). The Company has also prepared standard operating Practices for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, operations and administrative expenses.

The management assessed the effectiveness of the internal financial controls over financial reporting as of 31^st March 2023 and the Board believes that the controls are adequate.

20. Deposits

The Company has not accepted any deposits from members or the public in terms of Section 73 or Section 76 of the Companies Act, 2013.

21. Declaration by Independent Directors

The Independent Directors have submitted the declaration of independence, stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

22. Receipt of any Commission by Managing Director/ Whole Time Director from the Company or Receipt of Commission/ Remuneration from Subsidiary

The Managing Director/Whole Time Director are not in receipt of any commission from the Company or any commission/remuneration from any of subsidiaries.

23. Independent Auditor

Mr. Duraiswamy S N, Chartered Accountant bearing the membership No. 026599 was appointed as Statutory Auditors of the Company for the period of five years and their term of office is till conclusion of the Financial year 2023-24.

Statutory Auditor, Mr. Duraiswamy S N, Chartered Accountant, have confirmed their eligibility for continuing as Statutory Auditors of the Company.

24. Cost Auditor

As per the requirement of Section 148 of the Companies Act, 2013 the Board of Directors, on the recommendation of Audit Committee, has appointed M/s S V M & ASSOCIATES, (Firm Registration Number: 000536) Cost Accountant Firm, as Cost Auditor to audit the cost accounts of the Company for the financial year 2022-23.

Cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are maintained by the Company. Cost Auditor has provided his report on the audit of cost records which has been duly filed with Registrar of Companies.

Ms. Rajam Alwan, Cost Accountants (Registration No. 45812) be and are hereby appointed as the Cost Auditors of the company to conduct audit of cost records made and maintained by the company for financial year commencing on 1^st April 2023 and ending on 31^stMarch 2024

25. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Lakshmmi Subramanian &

Associates, Company Secretaries firm, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial year ended on 31^st March 2023.

The Secretarial Audit report issued by Mr. PS. Srinivasan, Partner, Lakshmmi Subramanian & Associates, Company Secretaries firm in Form MR-3 pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, has been enclosed with this report as Annexure - 4.

No qualifications has been made by the Secretarial Auditor, however, certain observation has been made, which is explained in sequence as provided in his report as below:

1. The first observation is self-explanatory and do not require any explanation.

2. The second observation is also self-explanatory and company has taken steps to strictly comply with secretarial standards.

3. Third observation is also self-explanatory and company has taken steps to address the lapse and delays in compliance with SEBI (LODR) Regulations, 2015.

4. Fourth observation is also self-explanatory and Company is in the process of updating website.

5. The fifth observation is also self-explanatory and company has already given reply.

6. The Sixth observation is also self-explanatory. The delayed submission of intimation is inadvertent. Same has been submitted with small delay

7. The Seven observation is also self- explanatory and company is in the process of appointment of Independent director in ensuing AGM

8. The Eight observation is also self- explanatory and company has implemented an SDD so far and updated all records as per SEBI PIT Regulations, 2015

9. The Nine observation is also self- explanatory and Company has taken steps to address the gaps and non-compliance in maintenance of statutory register

26. Auditors'' Report

The Statutory Auditor''s Report for both standalone and consolidated financial statements of the Company is provided along with the financial statements.

One observation that there is a difference in paid-up share capital between books of accounts and MCA portal. We have rectified it at the time of subsequent allotment.

Further, the disclaimer made both in Standalone and Consolidated Financials are self-explanatory. Your Board would like to clarify that the accounts of both overseas subsidiaries Sri Lanka and Mauritius and branches in Sri Lanka and Bangladesh have been audited and auditors report does not contain any qualification/reservation. Due to some logistics problem, the same could not be provided to the Statutory Auditors at the time of audit and hence financials have been provided and audit has been done based on information but the auditor''s report could not be provided to them at relevant time. Board has taken note of same.

27. Audit Committee

The Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2013. The details about composition of the Audit Committee, its terms of reference, meetings, etc. have been provided in the Corporate Governance Report.

There were no such incidences where the Board has not accepted the recommendations of the Audit committee during the year.

28. Corporate Social Responsibility (CSR)

The Company has Corporate Social Responsibility Committee in compliance to the provisions of the Companies Act, 2013. The Committee has adopted policy for Corporate Social Responsibility. The Committee defines the parameters and observes them for the effective discharge of social responsibility of the Company.

A report on Corporate Social Responsibility, including details as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure - 5.

29. Nomination & Remuneration Committee

The Company has constituted Nomination and Remuneration Committee in compliance to the Section 178 of Companies Act, 2013 and SEBI (LODR) Regulations, 2013. The Company strongly believes that its human resource has infinite potential and therefore, their development is the key to organizational effectiveness. We commit ourselves to integrate human resources with organizational growth and development for mutual benefit. The Nomination and Remuneration policy has been formulated in compliance to the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2013.

The details about composition of the Committee, Nomination and Remuneration Policy and other terms and condition, including its terms of reference, have been provided in the Corporate Governance Report.

30. Performance Evaluation

Pursuant to provisions of the Companies Act, 2013, and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, including Independent Directors, as well as the evaluation of the working of its Committees, i.e., Audit and Nomination & Remuneration committees.

A structured format was prepared to rate after taking into consideration inputs received from Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture and execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Independent Directors. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The mechanism for the evaluation of the Board is given in detail in the Corporate Governance report.

31. Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company facilitates proper induction and appropriate upgrade for the skills.

32. Disclosure on Establishment of a Vigil Mechanism

The Board of Directors has adopted a Whistle Blower policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for Directors/ Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of Directors/ Employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. A copy of the Whistle Blower Policy is also hosted on the website of the Company.

33. Secretarial Standard

The company has complied with the Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. Company also endeavour and ensure compliance of other secretarial standard.

34. Managerial Remuneration

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with this report as Annexure - 6.

35. Disclosure as per Listing Regulations

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been provided in Annexure - 7 apart from those which are provided/ covered in Corporate Governance.

36. Management Discussion and Analysis report

As per Regulation 34(3) and Schedule V of SEBI (LODR) Regulation, 2015, a separate section on Management Discussion and Analysis report forms an internal part of Directors'' Report as Annexure - 8.

37. Corporate Governance

As per Schedule V of SEBI (LODR) Regulation, 2015, a separate section on corporate governance practices followed by the Company, report on Corporate Governance together with a certificate confirming compliance and CEO/CFO Certificate by the Managing Director and Chief Financial Officer forms an integral part of this Directors'' Report as Annexure - 9.

38. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

As per the information of the Company as on date of this report, no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

39. Companies (Auditor''s Report) Order, 2020

The report as provided is self- explanatory.

40. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013

The Company has adopted a policy on prevention of sexual harassment of women at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also created an Internal Complaints Committee headed by Mrs. A Nithya, Whole-time Director and Chief Financial Officer of the Company who directly reports to the Chairman & Managing Director. During the financial year ended

31^st March 2023, the Company has not received any complaints

pertaining to sexual harassment. A copy of the policy on Sexual

harassment is also hosted on the website of the Company.

41. Directors responsibility statement

In accordance with the provisions of Section 134(5) of the Companies

Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2023, 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 as at 31^st March 2023 and of the profit /loss of the Company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) 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; and

f) 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.

42. Transfer to Investor Education and Protection Fund

The Company transferred the dividend remaining unclaimed by the members of the company to Investor Education and Protection Fund. The detail pertaining to transfer has been provided in corporate governance report.

43. Acknowledgment

Your Directors take this opportunity to offer their sincere thanks to all stakeholders including the various departments of the central and state governments, government agencies, banks, financial institutions, shareholders, customers and employees who through their continued support and co-operation have helped in your Company''s progress.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31stMarch, 2018.

1. Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your Company''s standalone and the consolidated results are as under:

(Rs. crore)

		Year ended
Particulars	31-Mar-18	31-Mar-17	31-Mar-18	31-Mar-17
	Standalone results		Consolidated results
Turnover	499.13	366.34	499.13	366.34
Profit/(Loss) before taxation	47.04	31.60	45.18	30.48
Less : Tax expense	33.56	7.69	33.56	7.69
Profit/(Loss) after tax	13.52	23.88	11.66	22.76
Add : Balance B/F from the previous year	110.32	87.80	126.92	105.53
Balance Profit / (Loss) C/F to the next year	122.48	110.32	137.22	126.92

Operation and Performance Review

Standalone Results

During the year under review, revenue from operations increased to Rs.499.13 crore from Rs.366.34 crore in the previous year registering an increase of 36.81%. Profit after tax stood at Rs.13.52 crore as against Rs.23.86 crore for the previous year owing to special adjustment of tax expenses of Rs.17.96 crore to resolve the pending IT disputes from financial years 2010 to 2016. The Company''s net stood increased to Rs.187.11 crore as on 31 March 2018 as compared to Rs.174.95 crore as on 31 March 2017.

Consolidated Results

Consolidated revenues for the year under review were Rs.499.13 crore as against Rs.366.34 crore in the previous year, recording an increase of 36% from last year. Consolidated profit after tax was Rs.11.66 crore as against Rs.22.74 crore for the previous year owing to special adjustment of tax expenses of Rs.17.96 crore to resolve the pending IT disputes from financial years 2010 to 2016. The Company''s consolidated net worth increased to Rs.219.85 crore as on 31 March, 2018 from Rs.208.97 crore as on 31 March, 2017.

In accordance with the Accounting Standard AS-21 on consolidated financial statements, the audited consolidated financial statements are also provided along with standalone financial statement in the Annual report.

2. Company''s Affairs And Future Outlook

The Company has outstanding year and the operation of the Company increased substantially inspite of the challenges faced by the economy during first two quarter. The Company has kept it focus in the identified area and has been trying to venture into new geographical area and ensure better margin. The Company has been trying to have optimum mix of the project which gives stability and growth both in terms of the revenue and margins.

During the financial year 2017-18, your Company has order inflow of around Rs.900 crore and order of around Rs.1,000 crore are in pipeline and quite a few of them may mature into contract. The total order book size in hand as on 31 March, 2018 is Rs.1175.36 crore.

Your Company has received the following major contract during the financial year 2017-18 and till the date of this report:

- Order from Tamil Nadu Civil Supplies Corporation for Construction of Scientific Storage Godown worth Rs.512 million.

- Order from Tamil Nadu State Agriculture Marketing Board for Establishment of Primary Processing Centre worth Rs.191 million.

- Order for Karnataka State Police Housing and Infrastructure Development Corporation Limited worth worth Rs.507 million.

- Order from Sumitomo Electric Industries Limited by way of sub-contract worth Rs.389 million.

- Order from Tamil Nadu Water Supply & Drainage Board for improvement in water supply distribution system worth Rs.1,895 million.

- Order from Tamil Nadu Slum Clearance Board for construction of multistoried tenements worth Rs.1,190 million.

- Order from Public Works Department of Maharashtra for rehabilitation/ upgradation of existing highway on EPC mode worth Rs.1,449 million.

- Order from Maharashtra State Road Development Corporation Limited for rehabilitation/ upgradation of existing/ newly declared highway on EPC mode worth Rs.1382 million.

- Order from Kerala Infrastructure and Technology for Education (KITE) for modernization of schools to international standard as centers of excellence worth Rs.115 million.

The details of the affairs of the Company and future outlook has also been provided at other places including Management Discussion and Analysis Report forming part of reports.

3. Change in Nature of the Business

There was no change in the nature of the business of the Company and its subsidiaries during the year.

4. Dividend and Amounts Transferred to Reserves

Your Directors are pleased to recommend a dividend of Re. 0.50 per equity share on face value of Rs.10/- each for the financial year 2017-18, subject to the approval of the members of the Company. The dividend, on approval of the shareholders, will be paid to the eligible members. The equity dividend outgo for the financial year 2017-18 would absorb a sum of Rs.1.13 crore. The Company has made a judicious distribution keeping in mind the future growth of the Company and higher investment required for projects. The Company has not made any transfer to the reserve during the year.

5. Extract of Annual Return

The extract of Annual Return in form MGT - 9 for the financial year 2017-18 has been enclosed forming part of the report as Annexure - 1.

6. Board of Directors and Meetings of the Board

The Board is adequately constituted with an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and management.

The Board is adequately constituted in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations. The total strength of the Board is presently is seven Directors comprising of two Executive Promoter Directors, one Non-Executive Director and four Independent Directors with one Women Director on the Board. More details about the Board, including the profile of Directors, are provided in the Corporate Governance Report forming a part of the Board Report.

During the financial year 2017-18, four Board meetings were held on 29 May 2017, 18 August 2017, 28 November 2017 and 13 February2018.

The attendance of Directors in the Board meeting is provided below:

Name of the Director	Number of Meetings Held	Number of Meetings Entitled To Attend	Number of Meetings Attended
Mr. P Arulsundaram	4	4	4
Mrs. A Nithya	4	4	4
Mr. P Muralidasan	4	4	4
Mr. K Rangasamy	4	4	4
Mr. P R Sundararajan	4	4	4
Mr. K Ravi	4	4	4
Mr. Vijay Agarwal	4	2	2

7. Loan, Guarantees and Investments under Section 186

During the financial year 2017-18, the Company has not granted any loan or extended any guarantee or provided any security in connection with the loans to other companies or made any investments under Section 186 of the Companies Act 2013, and hence no disclosure is required to be made.

Please refer to note no.5 of Notes to Accounts for details of all investments made by the Company earlier.

8. Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, for the financial year 2017-18 in the prescribed format, AOC - 2 has been enclosed with this report as Annexure - 2.

9. Material Changes Affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company, i.e. 31 March 2018 and till the date of the Directors'' Report.

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

11. Subsidiaries, Joint Venture and Associate

The Company has a total of seven subsidiaries out of which five are subsidiaries and two are step-down subsidiaries. The Company does not have any joint venture or associate Company though it has entered into arrangements for quoting for projects or undertaking projects, as provided elsewhere in this report. During the year, no changes has taken place as regards the position of the subsidiaries or investment in them.

A brief of the subsidiaries is provided below for your information.

R. P. P Infra Projects (Lanka) Limited, Sri Lanka

R.P.P Infra Projects (Lanka) Limited is a wholly owned subsidiary of your Company based in Sri Lanka. The Company, during 2014-15, successfully completed a housing project for the internally-displaced people of Sri Lanka''s Northern Province for which Hindustan Prefab Limited were the Project consultant.

The Company has not taken up any new project during the year under review and has no operating revenues during the financial year ended 31 March 2018. The Company recorded a net loss of Rs.0.48 crore for the year ended 31 March 2018.

R. P. P Infra Overseas PLC, Mauritius

R.P.P Infra Overseas PLC is a wholly owned subsidiary of your Company based in Mauritius. The principal activity of the Company is to provide infrastructure project-related consultancy services.

The Company had no operating revenues during the financial year ended 31 March 2018. The company recorded a net loss of Rs.1.37crore.

R. P. P Infra Projects Gabon SA, Gabon

R.P.P Infra Projects Gabon SA, Gabon, is a wholly-owned subsidiary of R.P.P. Infra Overseas PLC, Mauritius, and a step-down subsidiary of the Company. It was incorporated to execute the mass housing project awarded by the Republic of Gabon, a West African country, in 2011. But due to a change in political situation, an increase in the work specifications without an appropriate compensation for the change in work, the Company withdrew from the project and the contract has been terminated. The Company is looking at new opportunities in this geography.

The Company had no operational revenues during the year ended 31 March 2018.

R.P.P Energy Systems Private Limited, India

R.P.P Energy Systems Private Limited, a wholly owned subsidiary of your Company, was incorporated mainly to venture into the power segment viz. to procure, sell, supply electricity from various sources including biofuels such as bio-mass, bio-gas etc., and from coal and thermal energy. The other objectives of the Company are to generate and sell power from all sources, including non-conventional sources, such as solar system, wind farms, wind mills, etc. The operation of this subsidiary has not yet commenced during the period under review.

The Company had no revenues from operations during the year ended 31 March 2018 and had a very insignificant net loss for the year.

Sanskar Dealcom Private Limited, India

Sanskar Dealcom Private Limited, a wholly owned subsidiary of your Company, is a Company engaged in activities that include being distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing agents, freight contractors, forwarding agents, licensing agents, general brokers and to carry any kind of commercial business.

The Company had no operational revenues during the year ended 31 March 2018 and had a very insignificant net loss for the year.

Greatful Mercantile Private Limited, India

Greatful Mercantile Private Limited, a wholly owned subsidiary of your Company, is a Company engaged in activities that include being distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing agents, freight contractors, forwarding agents, licensing agents, general brokers and to carry any kind of commercial business.

The Company had no revenues from operations during the year ended 31 March 2018 and had a very insignificant net loss for the year.

Lunkar Finance Private Limited

The Company had no operational revenues during the year ended 31 March 2018 and had a very insignificant net loss for the year.

The Company has kept the financial statements along with the audit reportsof all these subsidiaries open for inspection at the registered office of the Company. Further, the Company will provide a copy of financial statements to any shareholder, who asks for it. Further, pursuant to Section 136 of the Act, the financial statement of the Company, consolidated financial statement along with the relevant documents and sperate audited financial statements in respect of subsidiaries are available on the website of the Company.

As required under the Section 129(3) of Companies Act, 2013 and Regulation 34(2) of SEBI (LODR) Regulation, 2015, a consolidated financial statements along with Audit Report of the Statutory Auditors forms a part of the financial statement. Further, statements pursuant to Section 129(3) of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 containing the brief financials of the subsidiaries in form AOC-1 is attached with this report as Annexure - 4.

12. Risk Management Policy

13. Directors and Key Managerial Personnel

Your Board has presently seven Directors. Details including profile of Directors are provided in the Corporate Governance report, which forms a part of the Board report.

Mr. Vijay Agarwal have been appointed as Additional Director (Independent) for a period of five years w.e.f. 28 November 2017, however, his continuance as Independent Director beyond Annual General Meeting is subject to approval of the shareholders at the forthcoming Annual General Meeting.

Mr. P Arulsundaram (DIN 00125403), Chairman and Managing Director of the Company has been appointed for a period of three years from 1 April 2017 to 31 March 2020. Board on recommendation of the Nomination and Remuneration Committee, his remuneration is proposed to be revised from 1 April 2018 for the remaining term subject to approval of members. During his tenure, he will not be liable to retire by rotation.

Mrs. A Nithya (DIN 00125357), Whole-time Director and Chief Financial Officer of the Company, has been appointed for a period of three years from 1 April 2017 to 31 March 2020. Board on recommendation of the Nomination and Remuneration Committee, her remuneration is proposed to be revised from 1 April 2018 for the remaining term subject to approval of members. During her tenure, she will be liable to retire by rotation.

14. Significant and Material Orders Passed by the Regulators, Courts Or Tribunals

There are no significant material orders passed by the Regulators / Courts / Tribunals which impact the going concern status of the Company and its future operations.

15. Statement in Respect of adequacy of Internal Financial Control with Reference to the Financial Statements

Internal Controls

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies. Internal Audit has been conducted by qualified external internal auditors. Findings of the internal auditor are reviewed by the management and the report of internal auditor is placed before the Audit Committee and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

Internal Financial Controls

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls.

These include those policies and procedures that:

i. Pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company

ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures are being made only in accordance with authorisations of the management and the Directors of the Company and

iii. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that can have a material effect on the financial statements.

The management assessed the effectiveness of the internal financial controls over financial reporting as of 31 March 2018 and the Board believes that the controls are adequate.

16. Deposits

The Company has not accepted any deposits from members or the public in terms of Section 73 or Section 76 of the Companies Act, 2013.

17. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

18. Receipt of any Commission by Managing Director/ Whole-Time Director from the Company or Receipt of Commission/ Remuneration from Subsidiary

The Managing Director/Whole-Time Director are not in receipt of any commission from the Company or any commission/remuneration from subsidiary.

19. Independent Auditor

The shareholders of the Company, at the Annual General Meeting held on 8 September 2017 has appointed of M/s. Sundaram & Narayanan, Chartered Accountants (ICAI Firm Regn. No. 004204S) as Statutory Auditors of the Company for a period of five years and their term of office is till conclusion of the 26th AGM in 2022. Based on the recommendation of the Audit Committee, the Board places ratification of appointment of M/s. Sundaram & Narayanan, Chartered Accountants, at the ensuing Annual General Meeting.

20. Cost Auditor

As per the requirement of Section 148 of the Companies Act, 2013 the Board of Directors, on the recommendation of Audit Committee, has appointed Mr. R Gopal, Cost Accountant, as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18 at a remuneration of Rs.3,50,000/- (Rupees Three lakh and Fifty Thousand) Only plus applicable taxes and reimbursement of out-of pocket-expenses. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms a part of the Notice convening the Annual General Meeting.

There were no qualifications, reservations or adverse remarks made by the Cost Auditor in the Audit report of last financial year.

21. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Mr. Gouri Shanker Mishra, Practicing Company Secretary (C.P. No. 13581), as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial year ended on 31 March 2018.

The Secretarial Audit report issued by Mr. Gouri Shanker Mishra, Practicing Company Secretary, in form MR-3 pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, has been enclosed with this report as Annexure - 5.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the Secretarial Audit report.

22. Auditors'' Report

The Statutory Auditor''s Report for both standalone and consolidated financial statements of the Company is provided along with the financial statements.

There are no qualifications or reservation or remarks made by the Statutory Auditors in their Standalone Audit report. Further, there are no qualifications or reservations or remarks made by the Auditors in their Consolidated Audit report. However, in Standalone Audit Report, Auditors has made a disclaimer that standalone financial statements reflects total assets of Rs.22.57 crore as at 31 March 2018, total revenue of Rs.8.27 crore as at 31 March 2018 ad total profit after tax of Rs.0.24 crore, whose unaudited financial statements and other unaudited statements have been furnished to them. Further, their opinion is not modified in respect of the matter. Similarly, in Consolidated Audit Report, Auditors have made a disclaimer that consolidated financial statements includes financials of five subsidiaries and two branches which reflects total assets of Rs.68.41 crore as at 31 March 2018, total revenue of Rs.8.28 crore and total loss of Rs.1.61 crore, out of which three subsidiaries have not been audited by them and financial statements of two subsidiaries based at Sri Lanka and Mauritius and two branches at Sri Lanka and Bangladesh are based on unaudited financial statements. Further, their opinion is not modified in respect of the matter.

The disclaimer made both in Standalone and Consolidated Financials are self-explanatory. Your Board would like to clarify that the accounts of both overseas subsidiaries Sri Lanka and Mauritius and branches in Sri Lanka and Bangladesh have been audited and auditors report does not contain any qualification/reservation. Due to some logistics problem, the same could not be provided to the Statutory Auditor at the time of audit and hence financials have been provided and audit has been done based on information but the auditors report could not be provided to them at relevant time.

23. Audit Committee

The Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2013. The details about composition of the Audit committee, its terms of reference, etc. have been provided in the Corporate Governance report.

There were no such incidences where the Board has not accepted the recommendations of the Audit committee during the year.

24. Corporate Social Responsibility (CSR)

A report on Corporate Social Responsibility, including details as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure - 6.

25. Nomination & Remuneration Committee

The Company has Nomination and Remuneration Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2013. The Company strongly believes that its human resource has infinite potential and therefore, their development is the key to organizational effectiveness. We commit ourselves to integrate human resources with organizational growth and development for mutual benefit. The Nomination and Remuneration policy has been formulated in compliance to the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2013.

26. Performance Evaluation

The mechanism for the evaluation of the Board is given in detail in the Corporate Governance report.

27. Disclosure on Establishment of a Vigil Mechanism

The Board of Directors has adopted a Whistle Blower policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for Directors/ Employees to report concerns about unethical behavior, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of Directors/ Employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. A copy of the Whistle Blower Policy is also hosted on the website of the Company.

28. Corporate Governance

29. Managerial remuneration

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with this report as Annexure - 7.

30. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

31. Management Discussion and Analysis report

As per Regulation 34(3) and Schedule V of SEBI (LODR) Regulation, 2015, a separate section on Management Discussion and Analysis report forms an internal part of Directors'' Report.

32. Directors responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) I n the preparation of the annual accounts for the financial year ended 31 March 2018, 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 as at 31 March 2018 and of the profit / loss of the Company for that period;

d) The Directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

33. Transfer to Investor Education and Protection Fund

The Company do not have any dividend remaining unclaimed by the members of the company for a period exceeding 7 years. Hence, no amount was transferrable to the Investor Education and Protection Fund.

34. Acknowledgment

For and on behalf of the Board of Directors

P Arulsundaram

Place: Erode Chairman & Managing Director

Date: 12 May 2018 DIN 00125403

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your company standalone and consolidated of the group is as under:

(Rs. Crore)

Particulars Year Ended

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14 Standalone Results Consolidated Results

Turnover 63.14 232.92 265.94 240.28

Profit/(Loss) before taxation 21.63 14.87 21.11 18.25

Less : Tax Expense 4.37 3.18 4.53 4.27

Profit/(Loss) after tax 17.27 11.69 16.58 13.98

Add : Balance B/F from the previous year 97.37 80.25 132.58 97.35

Balance Profit / (Loss) C/F to the next year 113.25 97.37 148.07 132.58

Operation and Performance Review Standalone Results

The Company recorded revenues of H263 Crore in the year under review as against H233 Crore in the previous year. The Company took several initiatives during the last financial year, such as strengthening its presence across the present operating verticals, venture in to niche areas, capitalize on new opportunities that helped in achieving and consolidating growth. The growth in revenues was 13% on y-o-y basis. The EBIDTA for the year was Rs.39.28 Crore as compared to H38.02 Crore in the previous year, which showed a growth of 3% whereas the EBIDTA margin decreased from 15.90% in F.Y. 13- 14 to 14.68% in F.Y. 14-15. The Profit after tax was Rs.17.27 crore after considering exceptional item of (Rs.6.28) Crore as against H0.01 Crore for the previous year. The exceptional item includes Rs.14.92 Crore Reversal of depreciation charge relating to earlier years on account of change in the method of calculating depreciation from WDV to SLM, as also loss on sale of wind electric generator, which is a non-core business. The company's net worth touched Rs.135.28 Crore as on 31st March 2015 from Rs.118.55 Crore as on 31st March 2014.

Consolidated Results

The consolidated revenues for the year under review were Rs.266 Crore as against Rs.240 Crore in the previous year, recording a growth or around 11%. For F.Y. 2014-15, the consolidated EBIDTA was Rs.45.92 Crore, as against Rs.42.62 Crore in the previous year. The net profit after tax for consolidated company was Rs.16.58 Crore, after considering exceptional Income item of Rs.6.28 Crore. The Company's consolidated net worth increased to Rs.170.11 Crore as on March 31, 2015 from Rs.153.76 Crore as on March 31, 2014.

In accordance with the Accounting standard AS21 on Consolidated Financial Statements, the audited Consolidated Financial statements are provided in the Annual report.

2. Company's Affairs and Future Outlook

Your Directors are pleased to inform that during the year under report, the company has secured the following major contracts.

1. Providing CWSS to 158 habitation in Gudimangalam and Udumalaipettai union in Tiruppur District for TWAD Board for H50 Crore

2. WSIS to Tindivanam municipality in Vilipuram District for TWAD Board for H48 Crore

3. Road and Drain improvement works in City Municipal Council, Gadag, Karnataka for H33 Crore

4. Construction of Scientific godown of 40K MT capacity at Nagapatinam, TNCSC for H50 Crore

5. Providing CWSS to 212 rural Habitation in Andhanallur, Manikandam and Manapparai Unions in Trichy District for TWAD Board for H38 Core

The total balance value of works on hand as on March 31,2015 is H857.37 Crore.

During the calendar year 2014, slowing demand in some of the major developing economies led to the softening in crude and other global commodity prices. Though the price correction created financial stress in oil exporting countries and also resulted in a disinflationary environment in many oil importing economies, it is expected to be a net positive to global economy in the short to medium term especially for oil/ commodity importing economies like India.

The Indian economy, supported by lower oil prices, improved FDI inflows and pro-growth economic reforms, saw a moderate improvement in growth momentum during F.Y. 14-15 and some of the macroeconomic indicators also strengthened over the year. Though the Central Government is implementing reforms to spur investments and re-energise the economy, it will need some time to recover and show positive results on ground.

In an adverse environment, your company has remained resilient. The Company focused on widening its services by venturing in to niche areas/ new sectors/ segments, expanding market reach, cost optimization and elevating people potential. As a result, your company has been creating a more robust business model.

3. Change in nature of business

There was no change in the nature of the business of the Company and its subsidiaries during the year.

4. Dividend & Amounts Transfer to Reserves

Your Directors are pleased to recommend a dividend of 5% i.e. Re. 0.50 per Equity Share of face value of Rs.10/- for the Financial Year 2014-2015, subject to the approval of the members of the Company. The dividend on approval of the shareholder will be paid to the eligible members. The equity dividend outgo for the financial year 2014-15 would absorb a sum of Rs.1.13 Crore. The balance profits of Rs.15.95 Crore after provision for dividend and dividend distribution tax is proposed to be retained in the Statement of Profit and Loss. Hence, no amount is proposed to be transferred to reserves.

5. Extract of Annual Return

The extract of Annual Return, in form MGT - 9, for the Financial Year 2014-15 has been enclosed with this report as Annexure - 1.

7. Loan, Guarantees and Investments under Section 186

During the financial year 2014-15, the company has not granted any loan or extended any guarantee or provided any security in connection with the loans to other companies or made any investments under Section 186 of the Companies Act 2013 and hence no disclosure is required to be made.

Please refer to note no.12 to Notes on accounts for details of all investments earlier made by the company.

8. Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2014-15 in the prescribed format, AOC - 2 has been enclosed with this report as Annexure - 2.

9. Material Changes Affecting the Financial

Position of the Company

There are no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. 31st March 2015, and the date of the Directors' Report.

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

Information as per the Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2004 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo has been enclosed with this report as Annexure - 3.

11. Subsidiaries

As required under the Companies Act, 2013 and Rules made thereunder and Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement presented by the Company in this report includes the financial results of the Subsidiary company duly audited by the Statutory Auditors. The said statements have been prepared pursuant to Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in form AOC-1 and in accordance with the relevant accounting standards as prescribed under the Companies Act, 2013. The Form AOC - 1 has been enclosed with this report as Annexure - 4.

The Company will provide a copy of separate financial statements in respect of each of its subsidiary to any shareholder of the Company, who asks for it and the said financial statements will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies.

As of 31st March 2015, the list of subsidiaries of your company is as follows:

1. R.P.P Infra Projects (Lanka) Limited

2. R.P.P Infra Overseas PLC

3. R.P.P Infra Projects Gabon SA

4. R.P.P Energy Systems Private Limited

5. Sanskar Dealcom Private Limited

6. Greatful Mercantile Private Limited

7. Lunkar Finance Private Limited

A detailed overview of the operations and financial performance of the Subsidiary is provided in the Management Discussion and Analysis Report forming part of the Board Report.

A copy of the Policy determining 'material' subsidiaries has been hosted on the website of the Company.

The Company does not have any Associate or joint venture.

12. Risk Management Policy

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures. The risks are reviewed for the change in the nature and extent of major risks identified since the last assessment. It also provides control measures for risks and future action plans. The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The details about composition of the Risk Management Committee, Policy and its terms of reference have been provided in the Corporate Governance Report.

13. Directors and Key Managerial Personnel

Mr. P Muralidasan (DIN 02186774) Director of the Company retires by rotation and being eligible offers himself for re- appointment and same will be for the consideration of members in the Annual General Meeting of the Company.

During the year Mr. S Thirunavukkarasu (DIN 02264555) and Mr. A N Vasu Rao (DIN 00706424) have resigned from the Board on 30.06.2014. The Board places on record its sincere appreciation for the valuable services rendered by them.

The shareholders of the Company have appointed Mr.

K Natarajan (DIN 03638450), Mr. S Swaminathan (DIN 02800432), Mr. A P C Krisshnamoorthy (DIN 02181 130) as Independent directors of the Company to hold office for five consecutive years from the conclusion of the 19th Annual General Meeting dated 8th September 2014 of the Company.

Mr. P Arulsundaram (DIN 00125403) is Chairman and Managing Director and Mrs. A Nithya (DIN 00125357) is Whole-time Director and Chief Financial Officer of the Company. They have been appointed for a period of three years w.e.f. 1st April, 2014. The Board based on recommendation of the Committee has decided to revise the remuneration payable to them w.e.f. 1st April 2015 for rest of their term subject to approval of member.

Mr. R Sathishkumar, Company Secretary appointed on 25th December, 2013 has resigned from services of Company on 14th February, 2015. As per, provisions of Section 203 of the Companies Act, 2013, Mr. K Jayanthar has been appointed as Company Secretary w.e.f. 29th May, 2015.

14. Significant and material orders passed by the regulators courts or tribunalss

There are no significant material orders passed by the Regulators / Courts / tribunals which impact the going concern status of the Company and its future operations.

15. Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

Internal Controls

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies. Internal Audit has been conducted by qualified outside Internal Auditors. Findings of the Internal Audit report are reviewed by the Management and by the Audit committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the company and nature of its business.

Internal Financial Controls

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls.

These include those policies and procedures that:

i. pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company

ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the financial statements.

This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, Internal audit framework, risk management framework and whistle blower mechanism.

The Audit committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies (code of conduct including conflict of interest, confidentiality and whistle blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, related party policy, prevention of sexual harassment policy and risk management policy). The Company has also prepared Standard Operating Practices for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, operations and administrative expenses.

The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2015 and the Board believes that the controls are adequate.

16. Deposits

The Company has not accepted any deposits from members or public in terms of Section 73 or Section 76 of the Companies Act, 2013.

17. Declaration by Independent Director

The Independent Directors have submitted the declaration of Independence, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

18. Receipt of any commission by MD / WTD from Company or receipt of commission / remuneration from subsidiary

MD/WTD are not in receipt of any commission from Company or any commission/remuneration from subsidiary.

19. Auditors' Remark

As regards qualification in para 2(d) of Report on Other Legal and Regulatory requirements in the Auditors Report on non- provision of gratuity as per actuarial valuation, the Company has provided for an adequate amount towards gratuity for all eligible employees who have completed requisite period of service as per the Payment of Gratuity Act, 1972 and as per company rules. The Company will carry out actuarial valuation in the coming year so as to comply with AS15 on Employee benefits.

20. Re-appointment of Independent Auditor

The Shareholders of the Company at the Annual General Meeting held on 8th September, 2014 have appointed M/s. Karthikeyan & Jayaram, Chartered Accountants as Statutory

Auditors of the Company.

The term of M/s. Karthikeyan & Jayaram, Chartered Accountants and Statutory Auditors will expire on the date of 20th Annual General Meeting to be held on 14th September, 2015.

It is proposed to re-appoint them as Statutory Auditors in the ensuing Annual General Meeting for a period of one year, i.e. until the conclusion of the next Annual General Meeting of the Company. The members are requested to consider their re- appointment and authorize the Board of Directors to fix their remuneration.

M/s. Karthikeyan & Jayaram, Chartered Accountants (ICAI Firm Regn. No.007570S) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013.

21. Cost Auditor

As per the requirement of Section 148 of the Companies Act, 2013 the Board of Directors, on the recommendation of Audit Committee, has appointed Mr. S Chandrasekaran, Cost Accountant as Cost Auditor to audit the cost accounts of the Company for the financial year 2014-15 at a remuneration of H3,50,000/- (Rupees Three lakh Fifty Thousand) plus service tax applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

22. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. Gouri Shanker Mishra, Practising Company Secretary (C.P.No: 13581) as Secretarial Auditor to conduct Secretarial Audit of the company for the Financial year ended on 31st March, 2015.

Secretarial Audit Report issued by Mr. Gouri Shanker Mishra, Practising Company Secretary in form MR-3 pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 has been enclosed with this report as Annexure - 5.

Apart from the observations, there were no qualifications, reservations or adverse remarks made by the Secretarial Auditor

in his Secretarial Audit Report. Those three observations relating to belated filing of few of the e-forms with Registrar of Companies, Non intimation to the stock exchanges of the Resignation of two Directors and Alteration of the Articles of Association, as required under the listing agreement are isolated events and the Company generally ensures timely compliance.

23. Audit Committee

As required under Section 177 of Companies Act, 2013 and Listing Agreement, Company has constituted Audit Committee. The details about composition of the Audit Committee and its terms of reference have been provided in the Corporate Governance Report.

There were no such incidences where Board has not accepted the recommendation of the Audit Committee during the year.

24. Corporate Social Responsibility (CSR) Policy

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee and adopted policy for Corporate Social Responsibility. The Committee defines the parameters and would observe them for effective discharge of the social responsibility of your company.

Report on Corporate Social Responsibility including details as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure - 6.

25. Nomination & Remuneration Committee

The Company strongly believes that human resources which manage the other resources have infinite potential and therefore, their development is the key to organizational effectiveness. We commit ourselves to integrate human resources with Organizational growth and development for mutual benefit. The Nomination and Remuneration Policy has been formulated in compliance with Section 178 and other applicable provisions of the Companies Act 2013 read with the applicable rules thereto and the provisions of the Listing Agreement.

The details about composition of the Nomination and Remuneration Committee, Policy and its terms of reference have been provided in the Corporate Governance Report.

26. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and

Clause 49 of the Listing Agreement, 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 and Nomination & Remuneration Committees.

A structured format was prepared to rate after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The mechanism for the evaluation of the Board is given in detail in the Corporate Governance Report.

Disclosure on Establishment of a Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. A copy of the Whistle Blower Policy is also hosted on the website of the Company.

27. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, report on Corporate Governance together with a certificate confirming compliance and CEO/CFO certificate by Managing Director and Chief Financial Officer forms an integral part of this Directors' Report.

28. Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with this report as Annexure - 7.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also created an Internal Complaints Committee headed by Mrs. A Nithya, Whole-time Director of the Company who directly reports to the Chairman & Managing Director. During the financial year ended 31st March, 2015, the Company has not received any complaints pertaining to sexual harassment. A copy of the Policy on Sexual Harassment is also hosted on the website of the Company.

30. Management Discussion and Analysis Report

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis Report forms an integral part of this Directors' Report.

31. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, 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 as at 31st March, 2015 and of the profit /loss of the Company for that period;

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

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

e) 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.

f) 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.

32. Transfer to Investor Education and Protection Fund Company doesn't have dividend remaining unclaimed by the members of the company for a period exceeding 7 years, hence no amount was transferrable to the Investor Education and Protection Fund.

33. Acknowledgment

Your Directors take this opportunity to offer their sincere thanks to the various departments of the Central and State Governments, Government agencies, Banks, Financial Institutions, shareholders, customers and employees who through their continued support and co-operation, have helped in your Company's progress.

For and on behalf of the Board of Directors

P Arulsundaram Chairman & Managing Director

Place: Erode Date : May 29, 2015

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 19th Annual Report of your Company along with the audited statement of accounts for the financial year ended 31st March, 2014.

Financial Highlights Standalone Results (Rs Crore) Year Year Particulars Ending Mar Ending Mar 31,2014 31,2013

Total Income 239.12 259.22

Profit before Interest, Depreciation & Tax 38.02 38.86

LESS : Interest and Finance Charges 15.72 14.55

LESS : Depreciation and Amortization 7.42 9.14

Profit / (Loss) Before Taxes 14.87 15.16

LESS : Tax Expenses 3.56 4.31

Profit / (Loss) After Tax 11.31 10.85

Surplus brought forward from previous year 40.67 31.25

Prior Period Income Tax 0.38 (0.11)

Appropriations

Proposed Dividend (1.13) (1.13)

Corporate Tax on Dividend (0.19) (0.19)

Balance carried over to Balance Sheet 51.04 40.67

Year Year Ending Mar Ending Mar Particulars 31,2014 31,2013

Total Income 247.10 263.31

Profit Before Interest, Depreciation & Tax 42.62 43.11

Less : Interest and Finance Charges 16.51 17.25

Less : Depreciation and Amortization 7.87 9.91

Profit/Loss Before Taxes 18.25 15.96

Less : Tax Expenses 4.34 4.59

Profit/Loss After Tax 13.60 11.36

Surplus brought forward from previous year 55.11 45.16

Prior Period Income Tax 0.38 (0.11)

Approptiations

Proposed Divivdend (1.13) (1.13)

Corporate Tax on Dividend (0.19) (0.19)

Balance carried over to Balance Sheet 67.15 55.10

OPERATION AND PERFORMANCE REVIEW

Despite a challenging macro-economic environment and not so favourable business climate, your company has fared reasonably well. Despite lower revenues in the financial year 2013-14 as compared to 2012-13, your company has earned a net profit before tax of Rs. 14.87 crores as against Rs. 15.16 crores during the previous year.

On the basis of Standalone Financials

During the year your Company achieved a total income of Rs. 239.12 Crore and earned operating profit of Rs.38.02 Crore as against the total income of Rs.259.22 Crore and operating profit of Rs.38.86 Crore for the previous financial year 2012-13. After providing for interest of Rs.15.72 Crore and Rs.7.42 Crore for depreciation, the profit before tax was Rs.14.87 Crore. Provision for current tax for the year was Rs.4.14 Crore and deferred tax of (Rs.0.59) Crore. The net profit for the year ended March 31, 2014 stood at Rs.11.31 Crore as against Rs.10.85 Crore for the previous year.

On the basis of consolidated Financials

During the year your Company achieved a total income of Rs.247.10 Crore and an operating profit of Rs.42.62 Crore as against the total income of Rs.263.31 Crore and operating profit of Rs.43.11 Crore for the previous financial year 2012- 13. After providing for interest of Rs. 16.51 Crore and Rs.7.87 Crore for depreciation, the profit before tax was Rs.18.25 Crore against the profit before tax of Rs.15.96 Crore for the previous financial year. The net profit after tax during the year ended March 31, 2014 stood at Rs.13.60 Crore as againstRs.il.36 Crore for the previous year.

Dividend

Your Directors are pleased to recommend a dividend of 5% i.e. Re. 0.50 per Equity Share of face value of Rs. 10/- for the Financial Year 2013-2014, subject to the approval of the members of the Company. The dividend on approval of the shareholder will be paid to the eligible members as per the Book Closure as may be kept for the purpose. The equity dividend outgo for the financial year 2013-14 would absorb a sum of Rs. 1.13 Crore.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

Major Events of the year

- The Company has successfully completed MSEZ Pipeline Corridor:Phase-l Reach 1.0 to 1.5 & 1.73 to 1.80 k.m.

- Upgradation of Existing 2X5MVA, 33/11KVA Substation to Hanumanal and Construction of 110KV SC Line on DC Towers from Proposed 110/11KV Substation at Hanumanal for a distance of 10.58Kms in Kushtagi Taluk, Koppal District

Construction of 110KV Terminal Bay at Proposed 110/33/11KV Substation at Hiregonnagar for the proposed 110KV SC line to proposed 110/11KV Hanumanal Sub Station on Total Turnkey Basis including Supply of all Materials/Equipments/and Erection (Including Civil Works) of all Materials/ Equipments, Testing and Commissioning.

Some of the notable orders bagged during the year

include:

- Construction of Scientific godown of 24000 MT at Krishnarayapuram, Alangudi, Pudukottai, Dharapuram, Sivagangai, Paiyurpillaivail for a Contract value of Rs.17.85 Crore awarded by TNCSC,Tamilnadu.

- Construction of Scientific godown of 30000 MT Capacity at Thanjavur for a Contract value of Rs.29.22 Crore awarded by TNCSC,Tamilnadu.

- Construction and Expansion of additional shop floors, machine foundation forTitanium shop for a Contract value of Rs.8.05 Crore awarded by BHEL,Trichy.

- Structural and Civil work at BHEL Campus, Trichy for a Contract value of Rs.4.54 Crore

- Construction of Compound wall work at MSEZL for a Contract value of Rs.8.56 Crore awarded by Mangalore SEZ Limited, Mangalore.

- Pipe Line Corridor work at MSEZL for a Contract value of Rs.6.67 Crore awarded by Mangalore SEZ Limited, Mangalore.

- Site grading work at Ennore 2 x 660 MW coal based area awarded by NTPC

- Rehabilitation of Kalingarayan channel in Erode Taluk of Erode District for a Contract value of Rs. 10.00 Crore awarded by PWD, Tamilnadu.

- Irrigation work at Tanjore for a Contract value of Rs.3.50 Crore awarded by PWD, Tamilnadu

- Providing CWSS to 212 Rural habitation in Andhanallur, Manikandam and Manapparai Union with River Cauvery as source in Trichy District for a Contract value of Rs.38.72 Crore awarded by TWAD.

- Providing CWSS to 327 Rural habitation in edappady, konganapuram, Magudanchavadi in Salem District for a Contract value of Rs.38.64 Crore awarded by TWAD.

- Implementation of Phase II Eco restoration in 300 acres of Adyar Estuary and Creek for a Contract value of Rs.18.10 crore awarded by Chennai Rivers Restoration Trust.

Directors

Mr. K.Natarajan, S . Swaminathan and A.P.C.Krisshnamoorthy directors of the Company, are being appointed as independent directors for five consecutive years from the conclusion of this 19th Annual General meeting as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Subject to the approval of the members in the ensuing AGM, the Board of Directors re-appointed Mr.P.Arulsundaram as a Chairman and Managing Director and Mrs.A.Nithya as Whole-time Director with effective April 1, 2014 for a period of 3 years as per the terms specified in the draft resolution to be placed before the ensuing AGM.

Further Mrs.A.Nithya also designated as Director Finance cum Chief Financial Officer of the Company by the Board of directors at their meeting held on 30.06.2014

During the year under review Mr.A.N.Vasu Rao and Mr.A.Thirunavukkarasu, Directors of the Company have resigned from the Board effective from 30.06.2014. The Board places on record its sincere appreciation for the valuable services rendered by Mr.A.N.Vasu Rao and Mr.A.Thirunavukkarasu.

Necessary resolutions for the appointment /re- appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re- appointment are mentioned in the explanatory statement of the notice. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(l)(g) of the Companies Act, 1956.

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act 1956, your directors confirm that:

1. The applicable accounting standards have been followed and proper explanations provided relatingto material departures.

2. The Company has adopted prudent and consistent accounting policies so as to give a true and fair view of the state of affairs of the company.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records under the provisions of the Companies Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities. 4. The annual accounts of the company have been prepared on a going concern basis.

Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in theAnnual Report.

Subsidiary companies

During the year, the Company has acquired 100% equity shareholding of M/s.Sanskar Dealcom (P) Ltd and M/s.Greatful Mercantile (P) Ltd. Therefore, the above Companies became a Subsidiary of our Company.

The newly acquired Wholly Owned Subsidiaries, namely, M/s. Greatful Mercantile Pvt Ltd and M/s.SanskarDealcom Pvt Ltd are holding shares in M/s.Lunkar Finance Pvt Ltd, which is a Non Banking Financial Institution to the extent of 50.19% and 49.81% respectively and hence Lunkar Finance Pvt Ltd has since become a Step Down Subsidiary of the Company.

Vide General Circular No.3/2011- No.5/12.2007 -CL- III dated February 21, 2011, The Ministry of Corporate Affairs, Government of India had granted general permission to companies wherever the holding company gives its consent and comply with the conditions prescribed by the Ministry. Accordingly, companies are required to comply with the conditions prescribed in order to avail the exemption from attaching the balance sheet, profit and loss statement, etc. of the subsidiary company in the Annual Report of the Holding Company. Your company has complied with the conditions stipulated by the ministry and the details of the subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report forming part of the Annual Report.

The Financial statements of the Subsidiary Company and other related detailed information are available at the registered office of the company at any point of time. The Annual Accounts of the subsidiary company will also be available for inspection at the registered office of the Company and the subsidiary Company.

Corporate Governance

As required by the Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report and a certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report. The Company has fully complied with the requirements and disclosures that have to be made in this regard.

Auditors

The auditors, M/s. Karthikeyan & Jayaram, Chartered Accountants, retire at the ensuing Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable. The Audit committee and the Board of Directors of the Company propose the re- appointment of the auditors.

Public Deposits

During the year the Company has not accepted any public deposits and no deposits remained unclaimed with the company as on 31st March 2014.

Corporate Social Responsibility Committee (CSR Committee)

The Company has Constituted a Corporate Social Responsibility Committee as per the Companies Act, 2013 with consisting of the following members:

SNo. Name of Director Category/Status

1 A.P.C.Krishnnamoorthy Independent Director/Chairman

2 A.Nithya Executive Director/Member

3 P.Muralidasan Non-Executive Director/Member

The Board has approved the following Corporate Social Responsibility Policies as recommended by the CSR Committee and also posted in the Company''s website. The Company has for the purposes of focusing its CSR efforts in a continued and effective manner, has identified the following thrust areas.

- Promoting education

- Reducing child mortality and improving maternal health

- Encouraging women entrepreneurs and conducting various Counseling Programs

- Eradicating hunger, poverty & malnutrition

- Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development.

Industrial Relations/ Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Your company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your company.

Listing

The shares of the company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for the year 2014-2015.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is provided in Annexure forming part of the Report.

Particulars of Employees

None of the employees of the company were in receipt of remuneration, which in aggregate exceeded the limits fixed under Sub-Section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 fortheyear.

Acknowledgement

Your Directors take this opportunity to offer their sincere thanks to the various departments of the Central and State Governments, Government agencies, Banks, Financial Institutions, shareholders, customers, employees and other related organizations, who through their continued support and co-operation, have helped in your Company''s progress.

For and on behalf of the Board

P Arul Sundaram Chairman & Managing Director Place: Erode Date: June 30,2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 18th Annual Report of your Company along with the audited statement of accounts for the financial year ended 31st March, 2013.

The highlights of the financial results for 2012-2013 are given below :

(Rs Crore) Mar 31, Mar 31, Mar 31, Mar 31, Particulars 2013 2012 2013 2012

Standalone Results Consolidated Results

Total Income 259.22 243.18 263.29 268.94

Profit before Interest, Depreciation & Tax 38.86 35.54 43.11 46.02

LESS: Interest and Finance Charges 14.55 9.51 17.25 10.07

LESS: Depreciation and Amortization 9.14 6.89 9.91 7.66

Profit/(Loss) Before Taxes 15.16 19.14 15.96 28.29

Tax Expenses 4.31 5.29 4.59 5.69

Profit/(Loss) After Tax 10.85 13.85 11.36 22.59

ADD: Surplus brought forward from previous year 70.81 58.67 86.48 63.77

ADD : Premium received from IPO Forex translation reserves and

ADD/(LESS) : (0.09) (0.39) 0.83 1.44

prior period adjustments

Appropriations

Proposed Dividend 1.13 1.13 1.13 1.13

Corporate Tax on Dividend 0.19 0.19 0.19 0.19

Balance carried over to Balance Sheet 80.25 70.81 97.35 86.48

OPERATION AND PERFORMANCE REVIEW

Your directors are glad to state that the Company has been growing steadily and the performance has been improving in terms of business volumes but there was a decline in net profit on account of higher charge of depreciation and increase in interest cost

On the basis of Standalone Financials

During the year your Company achieved a total income of Rs. 259.22 Crore and earned operating profit of Rs. 38.86 Crore as against the total income of Rs. 243.18 Crore and operating profit of Rs. 35.54 Crore for the previous financial year 2011- 12. After providing for interest of Rs. 14.55 Crore and Rs. 9.14 Crore for depreciation, the profit before tax was Rs. 15.16 Crore. Provision for current tax for the year was Rs. 4.01 Crore and deferred tax of Rs. 0.30 Crore. The net profit for the year ended March 31, 2013 stood at Rs. 10.85 Crore as against Rs. 13.85 Crore for the previous year.

On the basis of consolidated Financials

During the year your Company achieved a total income of

Rs. 263.29 Crore and an operating profit of Rs. 43.11 Crore as against the total income of Rs. 268.94 Crore and operating profit of Rs. 46.02 Crore for the previous financial year 2011-12. After providing for interest of Rs. 17.25 Crore and Rs. 9.91 Crore for depreciation, the profit before tax was Rs. 15.96 Crore against the profit before tax of Rs. 28.29 Crore for the previous financial year. The net profit after tax during the year ended March 31, 2013 stood at Rs. 11.36 Crore as against Rs. 22.59 Crore for the previous year.

Dividend

Your Directors are pleased to recommend a dividend of 5% i.e. Re. 0.50 per Equity Share of face value of Rs. 10/ - for the Financial Year 2012-2013, subject to the approval of the members of the Company. The dividend on approval of the shareholder will be paid to the eligible members as per the Book Closure as may be kept for the purpose. The equity dividend outgo for the financial year 2012-13 would absorb a sum of Rs. 1.13 Crore.

ManagementÂs Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

Major Events of the year

- The Company has successfully completed Renovation and Modernization of Malampuzha Garden Phase - II.

- Our Company has forayed into the project of Implementation of Smart Card based Driving License and Registration Certificate in the State of Tamil Nadu on back to back Sub Contract basis.

- Some of the notable orders bagged during the year include:

O Contract for procurement of flyash from NTPC Tamilnadu Energy Company Limited, Vallur Thermal Power Project (VTPP) for a contract value of Rs. 50 Crore.

O Formation of Layout including filing, water supply, sewage arrangement, RCC - Strom Water Drain, Culvert and Bituminous concrete road at Phase II Layout in Edyanchavadi village, Minjur Panchayat Union, Manali New Town - Work Order awarded by Chennai Metropolitan Development Authority for contract value of Rs. 20 Crore.

O Providing Gravel filling, Cement Concrete Pavement, Storm Water Drain, Culverts etc. for proposed truck parking yard in about 12 acres of land on the west side of Inner Ring Road at Manjambakkam - Work Order awarded by Chennai Metropolitan Development Authority for contract value of Rs. 18 Crore.

Directors

Mr. S Thirunavukkarasu and Mr. P Muralithasan, Directors of the Company, liable to retire by rotation at the forthcoming Annual General meeting and being eligible, offer themselves

for re-appointment. Your directors recommend their reappointment.

A brief profile of these Directors containing details of their qualifications, 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.

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act 1956, your directors confirm that:

1. The applicable accounting standards have been followed and proper explanations provided relating to material departures

2. The Company has adopted prudent and consistent accounting policies so as to give a true and fair view of the state of affairs of the company

3. Proper and sufficient care has been taken for maintenance of adequate accounting records under the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. The annual accounts of the company have been prepared on a going concern basis

Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary companies

Vide General Circular No.3/2011- No.5/12.2007 ÂCL-III dated February 21, 2011, The Ministry of Corporate Affairs, Government of India had granted general permission to companies wherever the holding company gives its consent and comply with the conditions prescribed by the Ministry. Accordingly, companies are required to comply with the conditions prescribed in order to avail the exemption from attaching the balance sheet, profit and loss statement, etc. of the subsidiary company in the Annual Report of the Holding Company. Your company has complied with the conditions stipulated by the ministry and the details of the subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report forming part of the Annual Report.

The Financial statements of the Subsidiary Company and other related detailed information are available at the registered office of the company at any point of time. The Annual Accounts of the subsidiary company will also be available for inspection at the registered office of the Company and the subsidiary Company.

Corporate Governance

As required by the Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report and a certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report. The Company has fully complied with the requirements and disclosures that have to be made in this regard.

Auditors

The auditors, M/s. Karthikeyan & Jayaram, Chartered Accountants, retire at the ensuing Annual General Meeting. They have given their consent for their re-appointment. The company have received confirmation from them that, if appointed, it would be within the limits under Section 224(1B) of the Companies Act, 1956. The Audit committee and the Board of Directors of the Company propose the re- appointment of the auditors.

Public Deposits

During the year the Company has not accepted any public deposits and no deposits remained unclaimed with the company as on 31st March 2013.

Industrial Relations/ Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Your company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your company.

Corporate Social Responsibility

In giving back to society, the RPP is committed to a number of community focused activities. These activities are spread over different areas such as health, education, environment, promotion of the country''s rich culture. Each one of the programme or projects that the company is involved in reflects the commitment, concern, and care that it always has for society.

Listing

The shares of the company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for the year 2013 - 2014.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is provided in Annexure forming part of the Report.

Particulars of Employees

None of the employees of the company were in receipt of remuneration, which in aggregate exceeded the limits fixed under Sub-Section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

Acknowledgement

Your Directors take this opportunity to offer their sincere thanks to the various departments of the Central and State Governments, Government agencies, Banks, Financial Institutions, shareholders, customers, employees and other related organizations, who through their continued support and co-operation, have helped in your Company''s progress.

For and on behalf of the Board of Directors

P Arul Sundaram

Chairman & Managing Director

Place: Chennai

Date: May 30, 2013

Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report of your Company along with the audited statement of accounts for the financial year ended 31st March,2012.

The highlights of the financial results for 2011-2012 are given below:

(Rs.Crore)

Stand Alone Results Consolidated Results

Year Ending Year Ending Year Ending Year Ending Mar 31,2012 Mar 31,2011 Mar 31,2012 Mar 31,2011

Total Income 243.18 209.80 268.94 218.29

Profit before Interest, Depreciation & Tax 35.54 27.50 46.02 32.83

LESS: Interest and Finance Charges 9.51 5.13 10.07 5.13

LESS: Depreciation and Amortization 6.89 3.84 7.66 3.84

Profit/
Tax Expenses 5.29 5.04 5.69 5.20

Profit/< Loss) After Tax 13.85 13.49 22.59 18.66

ADD: Surplus brought forward from previous year 58.67 8.22 63.77 8.22

ADD : Premium received from IPO 39.65 39.65

ADD/(LESS) : Forex translation reserves and prior period adjustments (0.39) (0.06) 1.44 (0.14)

Appropriations

Proposed Dividend 1.13 2.26 1.13 2.26

Corporate Tax on Dividend 0.19 0.37 0.19 0.37

Balance carried over to Balance Sheet 70.81 58.67 86.48 63.77

OPERATION AND PERFORMANCE REVIEW

Your directors are glad to state that the Company has been growing steadily and the performance has been improving in termsof business volumes, revenues and profits during a period of slower GDP growth, tight liquidity and relatively high interest rates.

On the basisofStandalone Financials

During the year your Company achieved a total income of Rs. 243.18 crores and earned operating profit of Rs. 35.54 Crores as against the total income of Rs. 209.80 crores and operating profit of Rs. 27.40 crores for the previous financial year 2010-11. After providing for interest of Rs. 9.51 crores and Rs. 6.89 crores for depreciation, the profit before tax was Rs. 19.14 crores. Provision for current tax for the year was Rs. 4.69 crores and deferred tax of Rs. 0.60 crores. The net profit for the year ended March 31, 2012 stood at Rs. 13.85 crores as against Rs. 13.49 crores for the previous year.

On the basis of consolidated Financials

During the year your Company achieved a total income of Rs. 268.94 crores and an operating profit of Rs. 46.02 crores as against the total income of Rs. 216.29 crores and operating profit of Rs. 32.73 crores for the previous financial year 2010-11. After providing for interest of Rs.10.07 crores and Rs. 7.66 crores for depreciation, the profit before tax is Rs. 28.29 crores against the profit before tax of Rs. 23.86 crores for the previous financial year. The net profit after tax during the year ended March 31, 2012 stoodatRs. 22.59 crores asagainst Rs. 18.66 crores for the previous year showing an annualized growth of 21.05%.

Dividend

Your Directors are pleased to recommend a dividend of 5% i.e. Re. 0.50 per Equity Share of face value of Rs. 10/- for the Financial Year 2011-2012, subject to the approval of the members of the Company. The dividend on approval of the shareholder will be paid to the eligible members as per the Book Closure as may be kept for the purpose. The equity dividend outgo for the financial year 2011-12 would absorb a sum of Rs. 1.13 crores.

Management's Discussion and Analysis Report

Management's Discussion andAnalysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming partoftheAnnual Report.

Major Events of the year

- The Company successfully completed the Colombo Matara Coastal railway Line, Construction of Maintenance Shed, Maintenance Building and Washing apron of Sri Lankan Railway at Dematagoda, Aluthgama and Gale. Rites India was the Project Consultants.

- Completion of the First phase of the Housing Project for internally displaced people in Sri Lanka. The houses are for the IDPs in Mullaitheevu, Vavuniya, Jaffna, Kilinochi and Mannar districts in the Northern and Eastern provinces of Sri Lanka. Hindustan Pre Fab Limited, a Government of India Undertaking is the main contractorfor this project.

- Some of the notable orders bagged during the year include:

o Mangalore Refinery & Petrochemicals Limited, Mangalore Rs. 23 crores. This project comprises civil and structural works in MRPL Phase III site. Engineers India Limited is the Project Management Consultant for the Project.

o Indra Gandhi Centre for Atomic Research, Kalpakkam - Rs. 16.30 Crores. The project involves construction of roads, storm water drains and other miscellaneous work in Kalpakkam Phase II Unit.

o Andaman Public Works Department - Rs. 18 crores. To carry out sea wall protection work at Mus,CarNicobar.

o Company bagged orders worth Rs. 30 crores for the construction of library building for Central Library Buildings at Thiruvarur, Tamil Nadu under the Central Public Works Department; and rehabilitation & modernization of supply channels in Vellore & Villupuram Districts of Tamil Nadu under the Water Resources Department, PWD of Tamil Nadu.

o Mass Housing project from the Republic of Gabon. In the first phase 1500 housing units are to be constructed.

o Strengthening of Contour Canal in Parambikulam and Aliyar in Tamil Nadu - Order value Rs.120 crores.

Directors

Mr. S Swaminathan and Mr. A P C Krisshnamoorthy, Directors of the Company, liable to retire by rotation at the forthcoming Annual General meeting and being eligible, offer themselves for re-appointment. Your directors recommend their reappointment.

Your Directors also appointed Mr. K Natarajan and Mr. A N Vasu Rao asAdditional Directors of the Company with effect from 22-08-2011 and 03-05-2012 respectively. They will hold office up to the date of the ensuing Annual General meeting. Appropriate resolution seeking your approval for the appointment ofMr. K Natarajan and Mr.A N Vasu RaoasDirectorsofthe company liabletoretire by rotation has already been included in the notice of the Annual General Meeting.

During the year under review Mr. V Subramaniam and Mr. R Meenakshisundaram, Directors of the Company have resigned from the Board effective from 01.04.2011 and 01.08.2011 respectively. The Board placesonrecord its sincere appreciation for the valuable services rendered by Mr. V Subramaniam and

Mr. R Meenakshisundaram.

Mr.A Murugesan, Independent Director passed away on 14.11.2011. The Board of Directors of the Company wish to place on record our profound grief and deep sense of sorrow at the demise of Mr. A Murugesan, who was a Director of the Company from 01.04.2008 and amember of the Audit Committee & Remuneration committee from the constitution of the same till his death. We also record our appreciation on the guidance he provided for the growth and development ofthe Company.

A brief profile of all the retiring Directors containing details of their qualifications, expertise, other directorships, committee memberships etc. has been given in the Report on the Corporate Governance as well asin the Notice ofthe ensuingAnnual General Meeting of theCompany.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act 1956, your directors confirm that:

1. The applicable accounting standards have been followed and proper explanations provided relating to material departures

2. The company has adopted prudent and consistent accounting policies so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st march 2012 and of the profitof the company for that period.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records under the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

4. The annual accounts of the company have been

Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiarycompanies

Vide General Circular No.3/2011- No.5/12.2007 ÃCL-III dated February 21, 2011, The Ministry of Corporate Affairs, Government of India had granted general permission to companies wherever the holding company gives its consent and comply with the conditions prescribed by the Ministry. Accordingly, companies are required to comply with the conditions prescribed in ordertoavail the exemption from attaching the balance sheet, profit and loss statement, etc. of the subsidiary company in the Annual Report of the Holding Company. Your company has complied with the conditions stipulated by the ministry and the details of the subsidiaries of the Company are covered in the Management's Discussion and Analysis Report forming partoftheAnnual Report.

The Financial statements of the Subsidiary Company and other related detailed information are available at the office of the company secretary at any point of time. The Annual Accounts of the subsidiary company will also be available for inspection at the office of the company secretary and the subsidiary company.

CorporateGovernance

As required by the Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report and a certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report. The Company has fully complied with the requirements and disclosures that have to be made in this regard.

Auditors

The auditors, M/s. Karthikeyan & Jayaram, Chartered Accountants, retire at the ensuing Annual General Meeting. They have given their consent for their re- appointment. The company have received confirmation from them that, if appointed, it would be within the limits under section 224(1B) of the Companies Act, 1956. The Audit committee and the Board of Directors of the company propose the re-appointmentofthe auditors.

UsageofIPOProceeds

Against the total projected utilization of Rs. 45.75 crores from the Intial Public Offering funds, the entire amount has been utilized towards funding margin requirement for working capital, investments in capital equipments, capitalization of subsidiaries which are SPV's carrying out projects overseas, general corporate purposes and issue expenses.

Public Deposits

During the year the Company has not accepted any public deposits and no deposits remained unclaimed withthecompanyason31st March 2012.

ChangeofRegistered OfficeoftheCompany

During the current year the registered office of your Company was shifted from III Floor, P&C Tower, 140 Perundurai Road, Erode 638 011 to S F No. 454, Raghupathynaiken Palayam, Poondurai Road, Erode 638 002, Tamilnadu, a place within the local limits of the town where the registered office of the Company was previously located.

IndustrialRelations/ HumanResources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Your company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your company.

Corporate social responsibility

In giving back to society, the RPP is committed to a number of community focused activities. These activities are spread over different areas such as health, education, environment, promotion of the country's rich culture. Each one of the programmes or projects that the company is involved in , reflects the commitment, concern, and care thatitalways has for society.

Listing

The shares of the company are listed on Bombay Stock Exchange Limited and National Stock ExchangeofIndia Limited. The Company has paid annual listing fee for the year 2012-2013.

Conservation of Energy, Technology Absorption andForeignExchangeEarningsandoutgo

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is provided in Annexure forming part of the Report.

Particulars of Employees

None of the employees of the company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

Acknowledgement

Your Directors take this opportunity to offer their sincere thanks to the various departments of the Central and State Governments, Government agencies, Banks, Financial Institutions, shareholders, customers, employees and other related organizations, who through their continued support and co-operation, have helpedin your Company's progress.

For and on behalf of the Board of Directors

P. Arul Sundaram

Chairman & Managing Director

Place: Chennai Date :August 27, 2012

Mar 31, 2011

Ladies and Gentlemen,

The directors are pleased to present the Sixteenth Annual Report of your company and the Audited Annual Accounts for the financial year ended 31st March 2011.

FINANCIAL RESULTS

Financial highlights of the company for the year ended 31.03.2011.

(in Lakhs) 2010-11 2009-10

Direct Income & Other Income 21,629.08 14,693.53

Profit before Interest, Depreciation EBIDTA 3,272.73 1,714.67 & Tax

LESS : Interest and Finance Charges 502.45 315.72

LESS : Depreciation and Amortisation 383.80 240.92

Profit before Tax PBT 2,386.48 1,158.03

Tax Expenses 520.05 326.81

Profit after Tax PAT 1,866.43 831.22 PAT % 8.63% 5.66%

Proposed Dividend

Dividend Rate 10% 15%*

Dividend Amount 226.01 89.76

Corporate Dividend Tax 37.54 14.91

Current Year Surplus (a) 1,602.89 726.56

Accumulated Reserves and Surplus upto

previous year (b) 821.45 1,484.98

LESS : Bonus Share 5:1 on 05/12/2009 (c) - 1,375.00 LESS : Adjustments due to Income Tax for

prior periods (d) 0.54 15.09

ADD :Share Premium Reserve (e) 3,965.38 -

Forex Currency Translation Reserve (f) (12.32) -

Reserves and Surplus at the end of the period (g)=(a) (b)-(c) -(d) (e) -(f) 6,376.86 821.45

*On pro-rata Basis

01. REVIEW OF OPERATIONS

Your Company is mainly engaged in infrastructure development and construction business. The Revenue of the Company for the year increased to Rs.21,629.08 lakh in 2010-11 compared to Rs.14,693.53 lakh in 2009-10. The CompanyÃs net profit before tax for the year was Rs.2,378.56 lakh compared to Rs.1158.03 lakh last year, thereby registering an annual growth of 105.40%. The PAT for the year ended March 31, 2011 was Rs.1,867.76 lakh compared to Rs.831.22 lakh last year.

02. GROWTH OF THE COMPANY

Your directors are very happy to state that the company has been growing steadily and the performance has been improving remarkably year after year. The financial highlights of the company during the last 5 years which is furnished under reveals the encouraging growth of the company.

(in Lakhs)

2006-07 2007-08 2008-09 2009-10 2010-11

Direct Income 4,393.42 7,075.73 10,009.81 14,454.47 21,420.94

Indirect Income 73.76 137.86 112.73 239.07 208.14

Total Income 4,467.18 7,213.59 10,122.54 14,693.53 21,629.08

YoY Growth % 7.49% 61.48% 40.33% 45.16% 47.20%

EBIDTA 551.06 765.96 1,168.17 1,714.67 3,272.73

EBIDTA % 12.34% 10.62% 11.54% 11.67% 15.13% Depreciation 153.67 207.87 222.80 240.92 383.80

EBIT 397.39 558.09 945.37 1,473.75 2,888.93

EBIT % 8.90% 7.74% 9.34% 10.03% 13.36%

Interest and Finance Cost 110.63 226.54 343.70 315.72 502.45

Profit Before Tax 286.76 331.55 601.67 1,158.03 2,386.48

PBT % 6.42% 4.60% 5.94% 7.88% 11.03%

Tax Expenses 2.22 132.08 187.14 326.81 520.05

Profit After Tax 284.54 199.46 414.52 831.22 1,866.43

PAT % 6.37% 2.77% 4.10% 5.66% 8.63%

03. ON GOING PROJECTS

Your directors are happy to inform you that the Board is highly satisfied with the progress of the various on-going projects being executed at different sites. The details of the on-going projects and the projects awarded to the company during the year under review is furnished in the attached Management Discussion Analysis Report.

04. DIVIDEND

The Board of Directors recommend the payment of Rs. 1/- per fully paid equity share of the company for the financial year ended 31st March 2011 to the members whose names appear in the Register of Members as on the closing of Friday 22nd July 2011.

The Dividend for the financial year 2010-2011 shall be subject to tax on dividend to be paid by your company but will be tax free in the hands of the share holders.

05. CHANGE IN CAPITAL STRUCTURE : INTIAL PUBLIC OFFER (IPO)

During the year, the Company has successfully completed Initial Public Offering of 65,00,000 Equity shares of Rs.10/- each at a premium of Rs.65/- per Equity Share aggregating to Rs.75/- per Equity Share.

The initial Public Offer was over - subscribed to the extent of 2.97 times.

06. LISTING OF SHARES

The Initial Public Offer was open from 18.11.2010 to 22.11.2010. The companyÃs shares are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and trading commenced w.e.f. 06th December 2010.

07. SUBSIDIARIES

During the year under review the company has set up a 100% subsidiary of the company under the name R.P.P Infra Overseas PLC at Mauritius. Further during the review period the company has acquired the shares of R.P.P Energy systems Private Limited, which has become a 100% subsidiary of the company.

08. CONSOLIDATED FINANCIAL STATEMENT

Your Directors have pleasure in attaching the Consolidated Financial Statement pursuant to clause 32 of the Listing Agreement entered in to with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

09. DETAILS OF UNCLAIMED SHARES

Following are the unclaimed shares in demat suspense account of the company as at 31st March 2011.

Aggregate number of Outstanding shares in Shareholders in the suspense account lying at the end of the year

1. Mrs. Patel Nee 80

2. Mr. S. Sivaraman 80

3. Mr. Saji Vasudevan (UAE) 1119

1279

10. DIRECTORS

Mr. P.Muralithasan and Mr. S.Thirunavukkarasu, Directors retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-election.

The Board of Directors has appointed Mr.S.Swaminathan as an Additional Director w.e.f. 21.04.2011 and his term expires at the beginning of the ensuing Sixteenth Annual General Meeting of the company. Mr.S.Swaminathan being eligible, offers himself for re-appointment.

Mr.P.Sivakumar and Mr.S.Sekar, Directors were relieved from the Board w.e.f. 01.09.2010.

11. AUDITORS

M/s.Karthikeyan & Jayaram, Chartered Accountants, Erode the auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The said auditors have confirmed their eligibility and willingness to accept the office of Auditors if re-appointed. Members are requested to consider their re-appointment on remuneration to be decided by the Board of directors of your company in due consultation with the said auditors.

12. PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review.

13. CORPORATE GOVERNANCE

The Board of Directors of your company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the company with the National Stock Exchange and Bombay Stock Exchange. A Report on Corporate Governance is annexed with this Report.

14. MANAGEMENT DISCUSSION REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) is presented in a separate section forming part of the Annual Report.

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

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure forming part of the Report.

16. PARTICULARS OF EMPLOYEES

The details of remuneration of employees, as required under Section 217(2A) of The Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975) is not furnished since the company has not employed any person who draws remuneration in excess of the limits set under the said section.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956 your directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. 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 financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate according 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 and

d. prepared the attached statement of accounts for the year ended 31st March 2011 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the company at all levels, CompanyÃs Banker, Financial Institutions, Central and State Government Authorities, J.V.partners, clients, consultants, suppliers and members of the company and look forward for the same in greater measure in the coming years.

On behalf of the Board of Directors R.P.P INFRA PROJECTS LIMITED

(Sd/-) P.ARULSUNDARAM Chairman Cum Managing Director

(Sd/-) A.NITHYA (WHOLE - TIME DIRECTOR)

Place : Erode Date : 25.07.2011

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