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Directors Report of RPP Infra Projects Ltd.

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.

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 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 –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. 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

 
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