Directors Report of ARSS Infrastructure Projects Ltd.

Mar 31, 2025

Presentation on the 25^th Annual Report highlighting the business and operations of the Company on a standalone
and consolidated basis and the audited financial statements for the financial year ended 31^st March, 2025.

Pursuant to the Order dated 30^th November, 2021 of the Hon’ble National Company Law Tribunal, Cuttack (“NCLT
Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated against the Company in
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules and
regulations issued there under with effect from 30^th November, 2021 (Corporate Insolvency Resolution Process
Commencement Date). Mr. Uday Narayan Mitra (IBBI/IP A-001/IP-P00793/2017-18/11360) has been appointed
as Interim Resolution Professional (“IRP”) in terms of the NCLT Order. Subsequently COC has approved through
e-voting dated 25.02.2022 as Resolution Professional (“RP”) in conformity with sub section (2) of section 22 of the
Insolvency and Bankruptcy Code, 2016.

The powers of Board of Directors of the Company stand suspended effective from the CIR Process commencement
date and such powers along with the management of affairs of the Company are vested with the RP in accordance
with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Resolution plan submitted by SRA i.e. Ocean Capital Market Limited was approved by the COC with 76.67%
votes but Hon’ble NCLT, Cuttack Bench passed an order for liquidation on 18.04.2023.

However, Application made by Resolution Applicant, has been allowed by the Principal Bench of Hon’ble NCLAT,
New Delhi vide its order dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the
Hon’ble NCLT, Cuttack Bench and allowed the Resolution Applicant to submit an addendum as per the said order.

Thereafter, pursuant to the order of the Hon’ble NCLAT the Resolution Applicant submitted its addendum which
was approved by a majority voting of 99.36% and a fresh Application was filed by the RP for approval of the Plan
on 18-09-2023.

Hon’ble NCLT, Cuttack Bench vide its order dated 21-11-2024 directed for convening of meeting of the reconstituted
CoC to consider the approval of the modified resolution plan after inclusion of all addendum. The revised resolution
plan as approved by the CoC members with majority voting of 96.91% and submitted to Hon’ble NCLT Cuttack
Bench which was heard by the Hon’ble Bench and is reserved for order.

In terms of Section 25 of the Code, the Company is continuing to operate as a going concern. Further, since the
application for approval of the Resolution Plan is reserve for order before the Tribunal after reconsidering by COC,
the financial statements are being presented on a going concern basis.

1. A. Financial Highlights:

The financial highlights of the company, on standalone and consolidated basis, for the financial year
ended March 31, 2025 is summarized below. The PDF version of the Report is also available on the
Company’s website http://arssgroup.in/PDF/AnnualReport/Annual%20Report%202024-25.pdf.

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operation	165.39	320.87	165.39	320.87
Profit before Depreciation, Interest and Tax	(6.93)	(32.54)	(6.95)	(32.54)
Less: Depreciation	0.98	0.95	0.98	0.95
Interest	0.45	0.0023	0.45	0.0023
Share of net profit or associates and joint ventures accounted using equity method	-	-	1.75	0.51
Profit Before Tax	(8.36)	(33.49)	(6.63)	(32.98)
Less: Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-
c) Deferred Tax	1.13	1.86	1.13	1.86
Profit/Loss After Tax	(9.49)	(35.35)	(7.77)	(34.84)
Balance brought forward from previous year	(383.77)	(348.42)	(391.21)	(356.38)
Add: Re-measurement of defined employee benefit plans through OCI	-	-	-	-
Amount Available for Appropriation	(393.26)	(383.77)	(398.98)	(391.21)
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(393.26)	(383.77)	(398.98)	(391.21)
Earnings per Share (In '') (Weighted) Basic (Equity Shares of face value of '' 10/- each)	(4.18)	(15.54)	(3.42)	(15.32)
Earnings per Share (In '') (Weighted) Diluted (Equity Shares of face value of '' 10/- each)	(4.18)	(15.54)	(3.42)	(15.32)

Note: Previous years figures have been regrouped/re-classified, wherever required.

B. Subsidiary/ Associate & Joint Venture Company

('' In Crores)

Particulars	ARSS Damoh Hirapur Tolls Pvt. Ltd. (Subsidiary Company)		ARSS Developers Limited (Associate Company)
	2024-25	2023-24	2024-25	2023-24
Total Revenue	-	-	0.13	0.15
Profit before Depreciation, Interest and Tax	(0.021)	(0.001)	(0.22)	0.05
Less: Depreciation	-	-	0.25	0.26
Interest	-	-	1.03	0.44
Profit Before Tax	(0.021)	(0.001)	(1.50)	(0.65)

Particulars	ARSS Damoh Hirapur Tolls Pvt. Ltd. (Subsidiary Company)		ARSS Developers Limited (Associate Company)
	2024-25	2023-24	2024-25	2023-24
Less: Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-
c) Deferred Tax	-	-	(0.022)	0.005
Profit/Loss After Tax	(0.021)	(0.001)	(1.48)	(0.66)
Balance brought forward from previous year	(0.036)	(0.035)	(31.80)	(31.14)
Amount Available for Appropriation	(0.057)	(0.036)	(33.28)	(31.80)
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(0.057)	(0.036)	(33.28)	(31.80)
Earnings per Share (In '') (Weighted) Basic (Equity Shares of face value of '' 10/- each)	(0.01)	-	(2.27)	(1.01)
Earnings per Share (In '') (Weighted) Diluted (Equity Shares of face value of '' 10/- each)	(0.01)	-	(2.27)	(1.01)

2. Indian Accounting Standards (Ind - AS):

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs
(MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2024-25
have been prepared as per Ind AS.

3. Dividend:

During the year under review, No dividend has been recommended.

4. State of Company’s affairs and financial performance:

ARSS is renowned name in the infrastructure sector in India. The Company is engaged into the construction
services of Roads, Railways, Irrigation etc. The company is presently undergoing substantial financial stress
and severe liquidity constraints. Since the Company is under CIRP, it has tried to restricted its losses to
'' 8.36 Cr. (PBT) as compared to the previous year’s loss of '' 33.49 Cr. However, The turnover of the Company
has reduced to '' 165.39 Cr. during the year, as against '' 320.87 crores in the previous financial year.

5. Details of Subsidiary, Joint Venture or Associates:

A. Details of Subsidiary and Associate Companies

The Company has 1 Subsidiary, 1 Associates and 15 Joint Ventures as on March 31, 2025. There has
been no material change in the nature of the business of the subsidiaries. During the year under review
no companies have become or ceased to be company’s subsidiary, or associate companies or Joint

Ventures (JVs). A report on the company’s subsidiary, joint ventures or associate companies as per
Companies Act, 2013 is provided hereunder:

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / Subsidiary /Associate	% of shares held/ share in JV	Applicable section
1	ARSS Damoh- Hirapur Tolls Private limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45201OR2011PTC013524	Subsidiary Company	99.82%	2 (87)
2	ARSS Developers Limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45209OR2007PLC009201	Associate Company	38.41%	2 (6)

B. Joint Venture (AOP)

Sl. No.	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / Subsidiary / Associate	% of shares held/ share in JV
1	ARSS-ATLANTA (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAQFA8726P	Joint Venture	51.00%
2	HCIL-ADHIKARYA- ARSS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEFH3757R	Joint Venture	30.00%
3	ARSS - SIPS (JV)	129, Transport Centre, Rohtak Road, Punjabi Bagh, New Delhi - 110 035	AAEAA3620K	Joint Venture	51.00%
4	ARSS - SCPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA3621J	Joint Venture	51.00%
5	ARSS - BMS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA4835G	Joint Venture	51.00%
6	ARSS-TECHNOCOM- PRIYASHI ASHI (JV)	Kamrup Chamber road, Fancy Bazar,Guwahati-781001- Assam	AAHAA8492L	Joint Venture	51.00%
7	ARSS-SNKI (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA8546Q	Joint Venture	51.00%
8	ARSS-THAKUR (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAJAA0912F	Joint Venture	80.00%
9	ARSS - ROYAL (JV)	Plot No. 38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar, Odisha, 751010	AAJAA1996R	Joint Venture	75.00%
10	ARSS-BDPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAJAA6181C	Joint Venture	51.00%
11	ARSS - NTLLP (JV)	Short- Cut, P.O.- Nirjuli, Dist- Papumpare, Pin-791109, Arunachal Pradesh.	AAJAA9902B	Joint Venture	51.00%
12	SCPL - ARSS (JV)	OU-522, 5th Floor, Esplanade Commercial Development, Unit No. 32, 721, Rasulgarh, Bhubaneswar -751010	ABLAS3263J	Joint Venture	20.00%
13	ARSS - KKMPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAHAA8368B	Joint Venture	49.00%
14	ATLANTA-ARSS (JV)	504, Samarpan, New Link Road, Chakala, Near Mirador Hotel, Andheri East, Mumbai - 400 099	AABAA0048E	Joint Venture	49.00%
15	ARSS-LGPPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAGAA3633G	Joint Venture	51.00%

During the financial year 2024-25, ARSS Damohhirapur Tolls Private Limited was material subsidiary pursuant to

Regulation 16 of SEBI Listing Regulation.

The name of the Joint Venture which have become JV during the year : NIL

The name of the Joint Venture which has been ceased to be JV during the year under review: NIL

6. Consolidated Financial Statements:

Consolidated financial statements (consolidating financials of ARSS Damoh - Hirapur Tolls Private Limited being
its subsidiary company and of ARSS Developers Limited being its associate company) in terms of Section 129
(3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and under Regulation
33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI
Listing Regulations”) and as per requirements of Ind AS 110 - consolidated financial statements read with Ind
AS 28 - Investment in associates and Joint ventures and Ind AS 31 - interest in Joint ventures, the Audited
Consolidated Financial Statements are provided in this Annual Report. The consolidated Financial Statements
have been prepared on the basis of audited financial statements of the Company and its subsidiary.

Pursuant to the Section 129 (3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules,
2014, a statement containing the salient features of the financial statements of each of the subsidiary and
associate company in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to the Section 136 of the Companies Act, 2013 financial statements of subsidiary/ associate companies
are kept for inspection by the shareholders at the Registered Office of the Company. The said financial
statements of the subsidiaries are also available on the website of the Company www.arssgroup.in under the
Investors Relations Section. Shareholders interested in obtaining a copy of the audited financial statements of
the subsidiary companies may write to the Company Secretary at the Company’s registered office or email at
[e-mail].

7. Transfer to Reserve:

The Directors/RP do not propose to transfer any sum to any reserve pertaining to FY 2024-25.

8. Operations - Work Orders:

We are pleased to inform that during the year under report, the Company has secured the following contracts
(work order):

1. At Dhanbad : Composite works (Civil & Electrical) involving Earthwork, Blanketing, P.Way work, Minor&
Major Bridge work, ROBs/LHS, Retaining wall, Shifting of Utilities, Station buildings, Quarters, Drain,
Road diversion, Supply and spreading of ballast, supply of P.Way materials, Linking of track and other
P. Way work and other ancillary associated Civil Engineering works and Supply, Installation, Testing and
commissioning in connection to electrification with 2X25 KV OHE system and Electrical General work and
Removal/Modification of various electrical infringements 11 KV/33 KV H.T. & L.T. overhead lines coming
under proposed alignment between Pradhankhanta (DFCC/IR CH:261.200/260.200) to Gomoh (DFCC/IR
CH: 28.470/300.15) Approx. 39.00 KM Route, KM including New Pradhankhunta yard and Excluding 1.4
KM (DFCC/IR CH: 271.090/270.090 to DFCC/IR Ch: 272.490/271.490) in connection with construction of
3^rd & 4^th Double line track in Dhanbad Division of East Central Railway under Dy/CE/Con/Dhanbad. vide
LOA No. CAO-C-SOUTH-HQ-ENGINEERING / ECR-CAO-C-S-ETEN-57-23-24/0093051010132 dated
16.04.2024. Regarding Issuance of Work Order in two phase with a Contract Value of '' 207.74 crores and
'' 10.04 Crores, respectively.

2. At Baiguda - Koraput - Singapur Road Doubling Project: Execution of Earth-work in formation, Major
bridges’ works, Minor bridges’ works, P.Way related works, Supply of Ballast, Station & Service buildings
works, Platforms’ works, Foot Over Bridges’ works and other allied works from Km 33.50 to Km 61.17 in
Baiguda - Lakshmipur Road section in connection with doubling of existing single line track in Koraput -
Singapur Road line of Waltair Division of East Coast Railway. vide LOA No. ECOR-CONST-HQ-ENGG /
ETCPMIIVSKP2020063 / 00853100039499 dated 04.08.2021. Regarding Issuance of Work Order with a
Contract Value of '' 20.25 cr.

9. Performance and financial position of each of the subsidiary and associate companies are included in the
consolidated financial statement.

10. CREDIT Rating:

The accounts of the company is NPA since 2012, therefore no rating has been assigned to the company.

11. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2024-25 to The Bombay
Stock Exchange Limited and National Stock Exchange of India Limited where the Company’s Shares are listed.

12. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis Report is enclosed as a part of this report as ‘Annexure-A’.

13. Corporate Governance and Shareholder’s Information:

The Company is committed to maintaining high standards of Corporate Governance and adheres to the Corporate
Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company
continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented
several corporate governance practices in this regard. A separate report on Corporate Governance in terms
of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations’) is provided in this Annual Report. The requisite certificate obtained
from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance
along-with a declaration signed by Resolution Professional stating that the members of the Board of Directors
and Senior Management personnel have affirmed compliance with the respective codes of conduct of the Board
of Directors and Senior Management is attached to the report on Corporate Governance. A report on Corporate
Governance is included as a part of this Annual Report as ‘Annexure-B’.

A company undergoing insolvency resolution process, however, is exempted from the requirement of, amongst
others, composition of board of directors, constitution, meetings and terms of reference of the audit committee,
constitution, meetings and terms of reference of the nomination and remuneration committee, constitution,
meetings and terms of reference of the stakeholders’ relationship committee as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

14. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025
is hosted on the Company’s website i.e. http://arssgroup.in/PDF/AnnualReturn/2025/ARSS_ANNUAL_
RETURN 2025.pdf

15. MSME:

The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the
service providers Receivables Exchange of India Limited.

16. KYC registration for holders of physical shares:

All shareholders of the Company holding shares in physical form are requested to update their PAN, Address,
Email ID, Bank account details (KYC details) and Nomination details with the Company’s Registrar and Share
Transfer Agent (RTA) at the earliest, in case the same are not updated. The relevant forms for updating the
KYC information and Nomination details are provided on the website of the Company at http://arssgroup.in/
Notices_n_Forms.html

17. Number of Board Meetings:

The powers of the Board of Directors remained suspended during CIRP period from 30.11.2021 onwards
and no Board/ Committee meetings were held during the Financial Year 2024-25. The powers of board of
directors were being exercised by the Resolution Professional (RP) in accordance with Sections 17 and 23 of
the Insolvency Code. Further details are given in the Corporate Governance Report.

18. Committees of the Board of Directors:

The Board of Directors of your Company had already constituted various Committees in compliance with
the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee and Operation and
Management Committee, prior to CIRP period.

During financial year 2014-15, in accordance with the provisions of the erstwhile Clause 49 of the Listing
Agreement, the Board had voluntarily constituted the Risk Management Committee.

The Board had a defined set of guidelines, duties and responsibilities and an established framework
commensurate with the applicable provisions of the Companies Act, 2013 and Listing Regulations for conducting
the meetings of the said Committees. A detailed note on the Board of Directors and its committees, their
scope etc. is provided under the Corporate Governance Report section of this Annual Report. All decisions
pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of
the Committees are taken by the Board of Directors.

However, The Financial Creditors, State Bank of India has filed a petition bearing CP (IB) No. 34/CB/2021
under section 7 of Insolvency and Bankruptcy Code, 2016 (“IBC”), before the National Company Law Tribunal
- Cuttack Bench (“NCLT, Cuttack”) and subsequently the corporate insolvency resolution process (CIRP) has
been initiated against the company by the NCLT Cuttack Bench, Cuttack vide order dated 30^th November, 2021.
vide this order Mr. Uday Narayan Mitra (Reg. No. IBBI/IPA001/IP-P00793/2017-18/11360) having address
at 72/1, Dawnagazi Road, Bally, Kolkata West Bengal -711201 (Email: [e-mail]) has
been appointed as Interim Resolution Professional (IRP). The powers of board of directors and its committees
remained suspended during period under review and were being exercised by the RP in accordance with
Sections 17 and 23 of the Insolvency Code. Accordingly, no meetings of the Committees were held during the
Financial Year 2024-25. Further details are given in the Corporate Governance Report.

a. Audit Committee

The company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013
read with the rules made there under and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board
Report on the Corporate Governance forming part of this report. Members are requested to refer to point
No. 6 of Corporate Governance Report attached with this annual report.

b. Nomination and Remuneration Committee

The company has in place Nomination and Remuneration Committee in terms of the requirements of the
Companies Act, 2013 read with the rules made there under and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure
B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested
to refer to point No. 7 of Corporate Governance Report attached with this annual report.

c. Corporate Social Responsibility Committee (CSR)

The company has in place Corporate Social Responsibility Committee (CSR) in terms of the requirements
of section 135 and Schedule VII of the Companies Act, 2013. The details relating to the same are given in
‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are
requested to refer to point No. 8 of Corporate Governance Report attached with this annual report.

d. Shareholders Relationship Committee

The company has in place Shareholders Relationship Committee in terms of the requirements of the
Companies Act, 2013 read with the rules made there under and Regulation 20 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure
B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested
to refer to point No. 9 of Corporate Governance Report attached with this annual report.

19. Dematerialization of shares:

Physical/ NSDL/ CDSL/Summary Report as on 31^st March, 2025, representing 99.95% of total Equity Share
Capital of the Company were held in dematerialized form. The Company’s Registrar and Share Transfer Agent
(RTA) is Bigshare Services Private Limited, Office No. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura
Centre, Mahakali Caves Road, Andheri (East) Mumbai 400093, Maharashtra, India.

Particulars	No. of Shareholders	Percentage (%age)	No. of Shares	Percentage (%age)
CDSL	8,076	53.59	1,46,24,033	64.32
NSDL	6,986	46.36	81,01,207	35.63
PHYSICAL	7	0.05	12,726	0.06
TOTAL	15,069	100.00	2,27,37,966	100.00

20. E-voting facility at AGM:

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of
the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration)
Rules, 2014 (as amended), the items of business specified in the Notice convening the 25^th AGM of the Company
shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting
facility to its’ Members whose names will appear in the register of members as on the cut-off date (fixed for the
purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided
by National Securities Depository Ltd (“NSDL”). The detailed process and guidelines for e-voting have been
provided in the notice convening the meeting.

21. Public deposits, covered under Chapter V of the Act:

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

22. Auditors: Statutory Auditors:

The Members, at the Twenty Fourth Annual General Meeting of the Company held on September 28, 2024,
approved the appointment of M/s M A R S & Associates, Chartered Accountants (Firm Registration No.
010484N), as the Statutory Auditors of the Company for a term of five (5) years, from the conclusion of the said
meeting until the conclusion of the Twenty Ninth Annual General Meeting, in accordance with Section 139(1) of
the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI
and gave a certificates that they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013.

Cost Auditors:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such
accounts are made and records have been maintained every year. The Cost Audit for the financial year 2024-25
has been completed and report has been submitted by the cost auditor.

M/s. I C Kundu & Co, Cost Accountants, FRN 700778 were appointed as Cost Auditor to audit the cost records
of the Company for the financial year 2025-2026. The Cost Auditors have submitted a certificate of their
eligibility for such appointment and confirmed that their appointment is within the limits of Section 141(3)(g) of
the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under
Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be
placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking
Member’s ratification for the remuneration payable for 2025-26 to Messrs I C Kundu & Co, as Cost Auditor,
Bhubaneswar (Firm Registration Number 100778), is included in the Notice convening the Annual General
Meeting.

Cost Records

Company has maintained proper cost records and books of account pursuant to the Rules made by the Central
Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of
Company’s products/services.

Secretarial Auditors

The Company had appointed M/s Sunita Jyotirmoy & Associates, a firm of Practicing Company Secretaries,
Bhubaneswar, to conduct Secretarial Audit for the Financial Year ended March 31,2025, as prescribed under
Section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report in the prescribed Form MR-3 for FY 2024-25 of the Company and its material
subsidiary company i.e. ARSS Damoh Hirapur Tolls Private Limited furnished by M/s Sunita Jyotirmoy
& Associates, are annexed to this Report and marked as ‘Annexure - C & D’. There are no qualifications,
disclaimers, reservations or adverse remarks made in the Secretarial Audit Report.

There were two observations/qualifications by the secretarial auditors which is duly replied by the management
herein below. Apart from that there were no qualifications, observations, reservation or comments or other
remarks in the Secretarial Audit Reports, which have any adverse effect on the functioning of the Company and
its material subsidiary.

Further, pursuant to amended Regulation 24A & other applicable provisions of the SEBI Listing Regulations
read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Resolution Professional approved & recommended for approval of Members,
appointment of M/s Sunita Jyotirmoy & Associates (Practising Company Secretaries), having Peer Review
Certificate No. 1021/2020 and Unique Identification Number - P2003OR014400 as a Secretarial Auditors of
the Company for a period of 5 consecutive years, to hold office from April 01,2025 upto March 31,2030 (the
term) to conduct the secretarial audit of the Company from financial year 2025-2026 to 2029-2030. Secretarial
Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible
to hold office as Secretarial Auditor of your Company.

Your Company has duly received the consent and peer review certificate from M/s Sunita Jyotirmoy & Associates
(Practising Company Secretaries), to act as the Secretarial Auditor of the company for a period of 5 consecutive
years and Annual Secretarial Compliance Auditor of the Company for the Financial Year 2025-26.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice issued for convening this
AGM.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2024-2025 for all applicable compliances as
per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by CS Jyotirmoy Mishra Partner of M/s. Sunita Jyotirmoy &
Associates has been submitted to the Stock Exchanges.

Internal Auditors

The Internal Auditors, M/s. PR & Associates, Cost Accountants, Bhubaneswar conduct internal audits periodically
and submit their reports to the Resolution Professional and he has reviewed the report from time to time. For
Financial Year 2025-2026, M/s. PR & Associates, Cost Accountants, Bhubaneswar has been appointed as
Internal Auditors of the Company by the Resolution Professional pursuant to the Section 138 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
section 143(12) of the Companies Act, 2013.

23. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors: -

Basis for Qualified Opinion on standalone Financial Statements

a) In absence of relevant records, Contract-wise surplus/loss has neither been ascertained nor recognized
in compliance with Ind AS-115 ‘Revenue from contract with customers’.

Company Reply: During the work execution period there is escalation claim, revision of contact value,
extension of completion period, etc. due to which unpredictable variation in reliable estimation of revenue
and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost
is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial
implication of the qualification is not quantifiable.

Basis for Qualified Opinion on Consolidated Financial Statements

a) In absence of relevant records, Contract-wise surplus/loss of holding company has neither been
ascertained nor recognized in compliance with Ind AS-115 ‘Revenue from contract with customers’.

Company Reply: During the work execution period there is escalation claim, revision of contact value,
extension of completion period, etc. due to which unpredictable variation in reliable estimation of revenue
and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost
is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial
implication of the qualification is not quantifiable.

Secretarial Auditors

Our reply to the qualifications of Secretarial Auditors:

Basis for Qualified Opinion on Secretarial Audit Reports

(a) The Status of the Company is showing as ‘Under CIRP’, and because of technical issues in MCA portal,
the Company could not file any of the e-Forms required to be filed with Registrar of Companies during the
period under review. However as on date all the pending forms has been filed by the company through
GNL-2

Company Reply: At Master data available at MCA, the CIN of the Company was showing under
Liquidation. Which was later rectified by the department after a long follow-up with the ROC. but due to
CIRP the annual filling could not be allowed by the Ministry of Corporate affairs. hence, the company has
filed all the relevant forms to the MCA through GLN-2 in the month of June 2025.

(b) Regulation 33(3)(d) : The company could not submit the Annual Financial Statements with Stock
Exchanges within 60 days of end of Financial Year 31.03.2024 because of accidental death of the
Statutory Auditor. After the new Auditor firm was appointed, they also resigned because of expiry of Peer
Review certificate. The new Auditor firm was appointed on 31.07.2024. The Audited Financial Results of
the Company for the FY 2023-24 has been submitted to the Stock Exchange on 10.08.2024 after a delay
of 72 days.

Company Reply: upon sudden death of the Auditors, the Financial Results could not be audited in time
and after appointment of new auditors, the company has submitted the Audited financial results to the
stock exchanges with 72 days delay. Also the company made an application to the stock exchange for
wavier of late fine which was duly considered by the Stock exchange and no further action taken by the
authority for delay in filing.

24. Directors and Key Managerial Personnel:

The Hon’ble NCLT vide order dated November 30, 2021 had initiated the CIRP Proceedings against the
Company and pursuant to Section 17 of the IBC, the powers of the Board of Directors of the Company stood
suspended, and such powers are vested with the Resolution Professional, Mr. Uday Narayan Mitra.

The outcome of the CIRP may result in change in the Board of Directors of the Company followed by reconstitution
of the statutory committees of the Board of Directors of the Company. In accordance with the provisions of the
Act and the Articles of Association of the Company, Shri Subash Agarwal, Chairman of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, However,
his Power as director shall stand suspended during CIRP.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/ Committee of the Company.

25. Key Managerial Personnel:

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section
203 of the Act, read with the Rules framed thereunder:

a. Mr. Rajesh Agarwal, Managing Director; (suspended during CIRP w.e.f. 30.11.2021)

b. Mr. Uday Narayan Mitra, Resolution Professional (appointed by NCLT w.e.f. 30.11.2021)

c. Mr. S. K. Pattanaik, Chief Financial Officer and

d. Mr. Prakash Chhajer, Company Secretary & Compliance officer

26. Declaration given by independent directors under sub-section (6) of Section 149:

Since the company is under CIRP, the Board of directors is suspended w.e.f. 30.11.2021 therefore no such
declaration has been received from Independent director.

In view of above the statement regarding opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors during the financial year is not provided.

27. Remuneration received by Managing / Whole-time Director from holding or subsidiary company:

Mr. Rajesh Agarwal (DIN: 00217823), Managing Director and Mr. Subash Agarwal (DIN: 00218066) Chairman
of the Company does not receive any profit related commission from the Company or any of the subsidiaries of
the Company as prescribed under Section 197(14) of the Act. No other remuneration is received by him from
the subsidiary company (ies). Details of executive compensation are contained in this annual report.

28. Secretarial Standards:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and
notified by Ministry of Corporate Affairs.

29. Directors’ Responsibility Statement/ Statement by the Chief Financial Officer (CFO) and taken on record
by the Resolution Professional:

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;

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

(c) the directors/ CFO 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/ CFO had prepared the annual accounts on a going concern basis;

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

(f) the directors/ CFO had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

30. Code of Conduct:

The Code of Conduct (hereinafter referred to as ‘Code’) is applicable to all its Board Members and Senior
Management Personnel of the Company. A Code of Conduct for the Directors and Senior Management
Personnel has already been approved by the Resolution professional of the Company. All Board Members
and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of
the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel
have complied with the Code during the financial year 2024-2025, duly signed by Resolution professional of the
Company is herein below enclosed with Corporate Governance Report. The Code has also been posted on the
Company’s Web-site.

31. Particulars of employees (Rule 5(2), and 5(3)) and managerial remuneration (Rule 5(1)) of the Companies
(appointment and remuneration of managerial personnel) Rules, 2014, and under Section 197(12) of
the Act.

The total number of employees as on 31^st March, 2025 stood at 383.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are provided as follows:

(i) The percentage increase in remuneration of each director, Chief Financial Officer, Company
Secretary during the financial year 2024-2025 and ratio of the remuneration of each director to
the median remuneration of the employees of the company for the financial year 2024-2025 are as
under:

Sr. No.	Name of the Director/ KMP and designation	Remuneration of Director/ KMP for the FY 2024-25 ('' in Lakhs)	% increase in remuneration in the 2024-25	Ratio of remuneration of each Director/ to median remuneration of employees
1	Mr. Subash Agarwal, Chairman (suspended during CIRP)	Nil	Nil	Nil
2	Mr. Rajesh Agarwal, Managing Director (suspended during CIRP)	Nil	Nil	Nil
3	Mr. S. K. Pattanaik, Chief Financial officer	30.00	Nil	Not Applicable
4	Mr. Prakash Chhajer, Company Secretary & Compliance Officer	16.50	Nil	Not Applicable

(ii) The median remuneration of employees of the company during the financial year was '' 1,56,000;

(iii) In the Financial year, there was no change in the median remuneration of employees;

(iv) There were 383 permanent employees on the rolls of Company as on March 31,2025;

(v) During the financial year 2024-2025, the average percentage increase in salary of the Company’s
employee, excluding the key managerial Personnel (‘KMP’) was 3.49% and there was no change in the
salary of KMPs during the year under review, and

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other Employee.

THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE
GIVEN BELOW:

									Percentage
Sr. No.	Name	Age In Years	Qualification	Date of Comencement of Employment	Designation	Remuneration (Amount INR in Lakhs)	Total Experience (No. of yrs.)	Previous Employment (Designation)	of equity share held by employee in
									company
1	Mr. S .K. Pattanaik	53	M.Com, LLB, PGDM	01.04.2015	CFO	30.00	22	ARSS I.P.L. DF	0.00005
2	Mr. Sanjay Peshion	56	B.TECH.-CIVIL	01.05.2016	VP	18.00	31	Harishchandra India Ltd. - Additional GM	-
3	Mr. Rashmi Ranjan Singh	51	CA	01.08.2007	AVP-Finance & Accounts	16.80	19	ARSS I.P.L. - Financial Advisor	-
4	Mr. Prakash Chhajer	43	CS	28.05.2019	Company Secretary	16.50	15	Scan Energy & Power Limited	-
5	Mr. Kedar Gouri Padhy	48	DCE, B.Tech Civil	08.11.2017	Project Manager	15.00	19	Reliance Industries Ltd. - Senior Manager	-
6	Mr. Surendra Kumar Khare	59	B.Tech Civil	15.03.2012	Vice President	13.20	34	-	-
7	Mr. Amarkant Pathak	49	BA	20.10.1996	Site In Charge	12.00	27	-	-
8	Mr. Khalasi Ravi Hasmukhlal	39	Diploma (Auto Mobile)	19.07.2023	Operation Head - MV	12.00	16	-	-
								Dy. Manager-
9	Mr. Pritish Dwibedy	31	B.Tech Electrical, MBA	09.10.2024	Manager - Human Resource	11.50	6.03	Human Resource, Manipal Health Enterprises Pvt. Ltd.	-
10	Mr. Nrusingha Barik	56	Graduation	03.09.2020	Project Manager	9.60	26	-	-

32. Company’s policy on directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub¬
Section (3) of Section 178:

The Company has a policy for remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions
which has been approved by the Board. The Policy broadly lays down the guiding principles for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3)
of Section 178 of Companies Act, 2013.

During the year under review, no changes were made in the above policy. Salient features of this policy are
enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is
available at the website of the Company at http://arssgroup.in/ArssPolicies.html

33. Industrial Relation:

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

34. Adequacy of internal financial controls with reference to the Financial Statements:

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

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

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

Key elements of the Internal Control Systems has been provided & explained in MDA report attached with
Directors’ Report.

35. Annual Evaluation by the Board of its Own Performance (Including Committees and Individual Directors):

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, a
company undergoing CIR process is not required to comply with the requirement of conducting evaluation of
the independent directors. Therefore, subsequent to commencement of the CIR process the evaluation of the
independent directors of the Company was not required to be carried out under the provisions of the Regulation
17(10) SEBI LODR Regulations. Further, in accordance with Rule 8(4) of Companies (Accounts) Rules, 2014,
the board of directors of a company are required to evaluate its own performance and that of its committees
and individual directors. However pursuant to commencement of the CIR process of the Company, the powers
of the board of directors stand suspended and the affairs of the Company were being conducted by RP during
Financial Year under review. Consequently, no meeting of the Directors was held during the Financial Year
2024-2025 for such evaluation.

36. Segment wise performance:

The Company is engaged in only one segment viz. Construction Business and as such there is no separate
reportable segments as per IND AS - 108 “Operating Segment.”

37. Independent Directors Meeting:

Since the CIRP has been initiated and the board has been suspended w.e.f. 30.11.2021 therefore no meeting
of the Independent Directors was held during the year under review.

38. Familiarisation Programme of Independent Directors:

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization
program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the
operations of the Company, business overview etc. The details of the familiarization program are explained
in the Corporate Governance Report and the same is also available on the website of the Company. During
the year under, the company is under CIRP no such familiarization program was conducted for Independent
directors.

39. Details of significant and material orders:

There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and
quasi-judicial bodies, impacting the going concern status and Company’s operations in future. The insolvency
resolution process initiated under the Insolvency and Bankruptcy Code, 2016 are continue and the order for the
resolution plan has been reserved by Hon’ble NCLT, Cuttack.

40. Particulars of Loans, Guarantees or Investments under Section 186:

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

41. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section
188 in the Prescribed Form AOC-2:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties
were in its ordinary course of business and on an arm’s length basis. During the year, the Company had entered
into contract / arrangement / transaction with related parties which are considered material in accordance with
the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as
approved by the Board is put up on the Company’s website and can be accessed at http://arssgroup.in/PDF/
ArssPolicy/Related%20Party%20Transaction%20Policy.pdf

All related party transactions are in compliance with Ind-AS 24, Section 188 and / or SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and are placed before the Audit Committee as also before
the Board for approval. Prior omnibus approval of the Audit Committee was also sought for transactions which
are of a foreseen and repetitive nature. However during CIRP, where Audit Committee is suspended, all the
Related party Transaction is approved by the Committee of Creditors (CoC).

There were no materially significant related party transactions which could have potential conflict with interest
of the Company at large.

Members may refer Note 60 to the Standalone Financial Statement which sets out related party disclosures
pursuant to Ind AS 24.

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

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

There have been no material changes and commitments affecting the financial position of the company between
the end of the financial year and date of this report except the Hon’ble NCLT/NCLAT order(s) related to matters
under CIRP.

43. Compounding status:

The company has received show cause notices by the office of Regional Director, Eastern Region and Registrar
of Companies of Odisha at Cuttack pursuant to the inspection held under Section 209(A) of the Companies Act,
1956 in the year 2016-17 for the non-compliance of few section of the companies act. The company has already
compounded 13 sections out of total Forty Four sections for which show cause notices were issued. Rest are
under the process and will be compounded in due course.

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

During the year under review, the Company has taken adequate measures for conservation of energy and also
has not gone for any technology absorption whatsoever in accordance with the provisions of sub-Section (3)
(m) Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Company
has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended
31^st March, 2025.

45. Business risk management:

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute
a Risk Management Committee. The Company has however laid down procedures to inform Board members
about the risk assessment and minimization procedures. The Company’s management systems, organizational
structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and
processes that governs as to how the Company conducts its business and manages associated risks. The
Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members
of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management
Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a
continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures.

Pursuant to commencement of the CIR Process, the powers of the board of directors stand suspended and are
exercised by the interim resolution professional or resolution professional, as the case may be, in accordance
with the provisions of the Code. Accordingly, the Board as well as the Audit Committee has not met during
the year under review. At present the company is under CIRP therefore the related risk is associated with the
company.

46. Corporate Social Responsibility:

i) Terms of reference:

The Committee formulates CSR Policy. The role of the Committee is as under:

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies
Act, 2013.

b. Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

c. Monitor the CSR Policy of the Company and its implementation from time to time.

d. Such other functions as the Board may deem fit from time to time.

ii) Composition, name of Members and attendance during the year:

Pursuant to commencement of the CIR process, the powers of the board of directors stand suspended
and are exercised by the interim resolution professional or resolution professional, as the case may be,
in accordance with the provisions of the Code. The requirement of minimum number of members in
the audit committee in accordance with the Companies Act, 2013 and the rules framed thereunder is
not maintainable on account of suspension of the powers of the Board. In terms of the SEBI LODR
Regulations, a company undergoing CIR process is not required to comply with Regulation 18(1)(a) of the
SEBI LODR Regulations dealing with the minimum number of the members in the audit committee of a
listed company.

iii) No. of Meetings held during the year:

Since the Board and committee thereof has been suspended during CIRP, hence no meeting was held
during the year under review.

iv) Amount incurred on CSR activities during the year:

Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules,
2014, (CSR Rules) makes it mandatory for certain companies who fulfill the criteria as mentioned under
Sub-Section 1 of Section 135 to comply with the provisions of Corporate Social Responsibility and
accordingly company had constituted a CSR committee and has also adopted the CSR Policy for the
company as approved by the committee.

Since the average of the last three years profit was in negative figures i.e. ('' 46.77) crores loss company
need not to incur any amount towards CSR in the FY 2024-25

A responsibility statement of the CSR Committee

The CSR Committee has confirmed that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives
and Policy of the Company.

Sd/-

Rajesh Agarwal

(Chairman CSR Committee)
(Suspended During CIRP)

Provide the web-link where Composition of CSR Committee, CSR Policy approved by the Board are disclosed
on the website of the Company. The Composition of CSR Committee and CSR Policy of the Company are
available on the Company’s website and can be accessible at http://arssgroup.in/PDF/ArssPolicy/Corporate%20
Social%20Responsibility%20Policy.pdf.

47. Vigil Mechanism/ Whistle Blower Policy of the Company

The Vigil Mechanism as envisaged in the Section 177 of the Companies Act, 2013, the Rules prescribed
thereunder and the Regulation 22 of the Listing Regulations is implemented through the Company’s Whistle
Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine
concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and
make provision for direct access to the Chairman of the Audit Committee (presently this power is vested with
Resolution Professional).

Whistle Blower Policy of your Company is available on the Company’s website and can be accessed in the
Governance section at the Web-link http://arssgroup.in/PDF/ArssPolicy/Vigil%20Mechanism%20and%20
Whistle%20Blower%20Policy.pdf

48. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 /
Internal Complaint Committee

The Company has a detailed policy in place in line with the requirements of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). Internal Complaints Committees (“ICC”)
have been set up to redress complaints received regarding sexual harassment and the Company has complied
with provisions relating to the constitution of ICC under the Act. the Company has put in place a Policy on
Prevention of Sexual Harassment of women at Workplace available at http://arssgroup.in/PDF/ArssPolicy/
POSH_Policy.pdf. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at
the workplace. This policy has striven to prescribe a code of conduct for the employees and all employees have
access to the Policy document and are required to strictly abide by it. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy and following are the details of complaints for FY 2024-25:

Particulars	Numbers
a. Number of complaints of sexual harassment received in the year	NIL
b. Number of complaints disposed off during the year
c. Number of cases pending for more than ninety days

49. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity benefits
as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and policies are in place to uphold the spirit and letter of the legislation.

50. Share Capital:

The issued, subscribed and paid-up Share Capital of the Company stood at INR 22.73 crores as at 31^st March,
2025 comprising of 2,27,37,966 (Equity) Shares of INR 10 each fully paid-up. The said shares are listed on the
BSE Limited and the National Stock Exchange of India Limited. There was no change in Share Capital during
the year under review.

51. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and
‘General Meetings’ respectively, have been duly complied by your Company.

52. Policies:

The details of the Key Policies adopted by the Company can be accessed in the Governance section at the
Web-link http://arssgroup.in/ArssPolicies.html

• Remuneration policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed and
adopted the Policy for selection and appointment of directors, senior management and their remuneration.
The Board recognizes that the various Committees of the Board have very important role to play to
ensure highest standards of corporate governance. The remuneration policy is stated in the Corporate
Governance Report.

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Pursuant to the amendments in the SEBI (Prohibition of Insider Trading) Regulations, 2015 vide The SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2018 the Board of Directors of the Company
has adopted new code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (“UPSI”) (“Fair Disclosure Code”) incorporating a policy for determination of “Legitimate
Purposes” as per Regulation 8 and Schedule A to the said regulations w.e.f. 1^st April, 2019.

• Whistle blower policy

The Company has adopted a Whistle Blower Policy through which the Company encourages its employees
to bring to the attention of Senior Management, including Audit Committee, any unethical behavior and
improper practices and wrongful conduct taking place in the Company. The details of the same is explained
in the Corporate Governance Report and also posted on the website of the Company at the link http://
arssgroup.in/PDF/ArssPolicv/Vigil%20Mechanism%20and%20Whistle%20Blower%20Policy.pdf

• Code of Conduct to Regulate, Monitor and Report Trading by Insiders

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, the Company adopted the revised “Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said
regulations w.e.f. 1^st April, 2019.

• Policy for Determining Material Subsidiaries

Pursuant to amendments in the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, amended from time to time, the Company has adopted the
revised “Policy for Determining Material Subsidiaries” for laying down a criterion for determining Material
Subsidiaries and their governance as per Regulation 16(1)(c) to the said regulations w.e.f. 1^st April, 2019.

During the financial year 2024-25, ARSS Damoh Hirapur Tolls Private Limited was material subsidiary
pursuant to Regulation 16 of SEBI Listing regulation.

53. Insurance:

The Company’s plant, property, equipment, vehicles and stocks are adequately insured against major risks.
The Company has also taken Directors’ and Officers’ Liability insurance Policy to provide coverage against the
probable liabilities arising on them. However due to CIRP the same has not been renewed.

54. Disclosure under Insolvency and Bankruptcy Code (Corporate Insolvency Resolution Process (CIRP) -
Disclosure under Rule 8 of the Companies (Accounts) Rules, 2014:

A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the Insolvency and
Bankruptcy Code, 2016 filed by State Bank of India (Financial Creditor) has been admitted against the
Company vide Honorable National Company Law Tribunal, Cuttack bench order dated 30.11.2021 and Mr.
Uday Narayan Mitra (Reg. No. IBBI/IPA001/IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi
Road, bally, Kolkata West Bengal -711201 (Email- [e-mail]) has been appointed as
Interim Resolution Professional/ Resolution Professional by NCLT, Cuttack Bench under Section 13(1)(c) of the
Insolvency and Bankruptcy Code, 2016. As a part of CIRP, financial and operational creditors were called upon
to submit their claims to the IRP. As on date the admitted claim of the Company is INR 5314.08 crores.

During the year under review, the power of the board was vested with Mr. Uday Narayan Mitra (Reg.
No. IBBI/IPA001/IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi Road, bally, Kolkata West
Bengal - 711201 (Email- [e-mail]) as appointed as Resolution Professional by NCLT,
Cuttack Bench under Section 13(1)(c) of the Insolvency and Bankruptcy Code, 2016.

Total 42 COC meeting (Committee of Creditors Meeting) was conducted by the RP till date to take various
decision to run the company as going concern and to approve the resolution plan. The resolution plan submitted
by RA has been approved by 76.67% votes in favour votes but Hon’ble NCLT, Cuttack Bench has rejected the
plan on ground of resolution period was over and liquidation was initiated against the Corporate Debtor. vide its
order dated 18.04.2023.

However, Application made by Resolution Applicant, has been allowed by the Hon’ble NCLAT, New Delhi vide
its order dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the Hon’ble NCLT,
Cuttack Bench and allowed the Resolution Applicant to submit an addendum as per the said order.

Pursuant to the order of the Hon’ble NCLAT the Resolution Applicant submitted its addendum which was
approved by a majority voting of 99.36% in favour for consideration. Thereafter a fresh Application filed by the
RP for approval of the Plan on dated 18-09-2023.

Hon’ble NCLT, Cuttack Bench vide its order dated 21-11-2024 redirected for convening of meeting of the
reconstituted CoC to consider the approval of the modified resolution plan after inclusion of all addendum. The
revised resolution plan as approved by the CoC members with majority voting of 96.91% and submitted to
Hon’ble NCLT Cuttack Bench which was heard by the Hon’ble Bench and reserve for order.

During the year under review the exposure of State Bank of India, IDBI Bank Limited and Bank of India has
been taken over by the CFM Asset Reconstruction Private Limited.

55. Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

Not applicable during reporting period.

56. Disclosure requirements:

As per SEBI Listing Regulations, the Corporate Governance Report with the Certificate thereon issued by
Practicing Company Secretary and the Management Discussion and Analysis Report are attached, which forms
part of this report. The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

57. Other Disclosures:

a. The Company does not have any scheme or provision of money for the purchase of its own shares by
employees/ Directors or by trustees for the benefit of employees/ Directors.

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c. The company has not issued sweat equity shares during the financial year under review.

d. There was no revision in the financial statements.

58. Green Initiatives & Acknowledgement:

As a responsible corporate citizen, the Company supports the ‘Green Initiative’ undertaken by the Ministry
of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual
Report etc. to Members at their e-mail address registered with the Depository Participants (“DPs”) and RTAs.
To support the ‘Green Initiative’, Members who have not registered their email addresses are requested to
register the same with the Company’s Registrar and Share Transfer Agent (“RTAs”)/Depositories for receiving
all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 09/2024 dated 19 September 2024 and SEBI Circular dated 03 October
2024, the Annual Report of the Company for the financial year ending 31 March 2025 including therein the
Audited Financial Statements for the financial year 2024-25, will be sent only by email to the Members.

The Board / Resolution Professional together with Key Managerial Personnel would like to acknowledge and
place on record their sincere appreciation for assistance and co-operation received from the financial institutions,
banks, Government authorities, customers and members during the year under review. Your Directors also
place on record their deep sense of appreciation for the committed services by the executives, employees at all
levels.

Your Resolution Professional appreciate and value the contribution made by every member of the ARSS family.

For and on behalf of the
Board of Directors (suspended during CIRP)

Sd/- Sd/- Sd/-

Subash Agarwal Rajesh Agarwal (Uday Narayan Mitra)

Chairman Managing Director Resolution Professional

Place : Bhubaneswar (DIN: 00218066) (DIN: 00217823) (IP Reg. No. IBBI/IPA001/

Dated : August 11,2025 IP-P00793/2017-18/11360

---

Mar 31, 2024

Presentation on the 24th Annual Report highlighting the business and operations of the Company on a standalone and consolidated basis and the audited financial statements for the financial year ended 31^st March, 2024.

Pursuant to the Order dated 30th November, 2021 of the Hon’ble National Company Law Tribunal, Cuttack (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules and regulations issued there under with effect from 30^th November, 2021 (Corporate Insolvency Resolution Process Commencement Date). Mr. Uday Narayan Mitra (IBBI/IP A-001/IP-P00793/2017-18/11360) has been appointed as Interim Resolution Professional (“IRP”) in terms of the NCLT Order. Subsequently COC has approved through e-voting dated 25.02.2022 as Resolution Professional (“RP”) in conformity with sub section (2) of section 22 of the Insolvency and Bankruptcy Code, 2016.

The powers of Board of Directors of the Company stand suspended effective from the CIR Process commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Resolution plan submitted by SRA i.e. Ocean Capital Market Limited which was approved by the COC with 76.67% votes but Hon’ble NCLT, Cuttack Bench has rejected the plan on ground of resolution period was over and liquidation was initiated against the Corporate Debtor.

However, Application made by Resolution Applicant, has been allowed by the Principal Bench of Hon’ble NCLAT, New Delhi vide its order dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the Hon’ble NCLT, Cuttack Bench and allowed the Resolution Applicant to submit an addendum as per the said order.

Therefore, pursuant to the order of the Hon’ble NCLAT the Resolution Applicant submitted its addendum which was approved by a majority voting of 99.36% in favour for consideration. Thereafter a fresh Application filed by the RP for approval of the Plan on dated 18-09-2023.

In terms of Section 25 of the Code, the Company is continuing to operate as a going concern. Further, since the application for approval of the Resolution Plan is pending adjudication before the Tribunal after reconsidering by COC, the financial statements are being presented on a going concern basis.

1. A. Financial Highlights:

The financial highlights of the company, on standalone and consolidated basis, for the financial year ended March 31, 2024 is summarized below. The PDF version of the Report is also available on the Company’s website http://arssgroup.in/PDF/ AnnualReport/Annual%20Report%202023-24.pdf

('' In Crores)

Particulars		Standalone	Consolidated
	2023-24	2022-23	2023-24	2022-23
Sales	320.87	402.53	320.87	402.53
Profit before Depreciation, Interest and Tax	(32.54)	8.93	(32.54)	8.92
Less : Depreciation	0.95	0.84	0.95	0.84
Interest	0.0023	0.52	0.0023	0.52
Share of net profit or associates and joint ventures accounted using equity method	-	-	0.51	0.52
Profit Before Tax	(33.49)	7.57	(32.98)	8.08
Less : Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-

Particulars		Standalone	Consolidated
	2023-24	2022-23	2023-24	2022-23
c) Deferred Tax	1.86	2.16	1.86	2.16
Profit/Loss After Tax	(35.35)	5.41	(34.84)	5.92
Balance brought forward from previous year	(348.42)	(353.83)	(356.38)	(362.29)
Add : Re-measurement of defined employee benefit plans through OCI	-	-	-	-
Amount Available for Appropriation	(383.77)	(348.42)	(391.21)	(356.38)
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(383.77)	(348.42)	(391.21)	(356.38)
Earnings per Share (In '' (Weighted) Basic (Equity Shares of face value of '' 10/- each)	(15.54)	2.38	(15.32)	2.60
Earnings per Share (In '' (Weighted) Diluted (Equity Shares of face value of '' 10/- each)	(15.54)	2.38	(15.32)	2.60

Note: Previous years figures have been regrouped/re-classified, wherever required.

B. Subsidiary/ Associate & Joint Venture Company

('' In Crores)

Particulars	ARSS Damoh Hirapur Tolls Pvt. Ltd. (Subsidiary Company)		ARSS Developers Limited (Associate Company)
	2023-24	2022-23	2023-24	2022-23
Sales	-	-	0.15	0.31
Profit before Depreciation, Interest and Tax	(0.001)	(0.016)	0.05	0.05
Less : Depreciation	-	-	0.26	0.26
Interest	-	-	0.44	0.39
Profit Before Tax	(0.001)	(0.016)	(0.65)	(0.60)
Less : Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-
c) Deferred Tax	-	-	0.005	0.005
Profit/Loss After Tax	(0.001)	(0.016)	(0.66)	(0.60)
Balance brought forward from previous year	(0.035)	(0.019)	(31.14)	(30.54)
Amount Available for Appropriation	(0.036)	(0.035)	(31.80)	(31.14)
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(0.036)	(0.035)	(31.80)	(31.14)
Earnings per Share (In '') (Weighted) Basic (Equity Shares of face value of '' 10/- each)	(0.00)	(0.01)	(101)	(0.93)
Earnings per Share (In '') (Weighted) Diluted (Equity Shares of face value of '' 10/- each)	(0.00)	(0.01)	(101)	(0.93)

2. Indian Accounting Standards (Ind -AS)

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per Ind AS.

3. Dividend

During the year under review, No dividend has been recommended.

4. State of Company’s affairs and financial performance

ARSS is renowned name in infrastructure sector in India. The Company is engaged into the construction services of Roads, Railways, Irrigation etc. though the company is presently undergoing substantial financial stress and severe liquidity constraints. Since the Company is under CIRP, it has occurred a loss of INR 33.49 Cr. (PBT). The turnover of the Company during the year is INR 320.87 crores as compared to INR 402.52 crores in the previous financial year.

5. Details of Subsidiary, Joint Venture or Associates A. Details of Subsidiary and Associate Companies

The Company has 1 Subsidiary, 1 Associates and 15 Joint Ventures as on March 31, 2024. There has been no material change in the nature of the business of the subsidiaries. During the year under review no companies have become or ceased to be company’s subsidiary, or associate companies or Joint Ventures (JVs). A report on the company’s subsidiary, joint ventures or associate companies as per companies Act 2013 is provided hereunder:

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / Subsidiary /Associate	% of shares held/ share in JV	Applicable section
1	ARSS Damoh-Hirapur Tolls Private limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45201OR2011PTC013524	Subsidiary Company	99.82%	2 (87)
2	ARSS Developers Limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U452090R2007PLC009201	Associate Company	38.41%	2 (6)

B. Joint Venture (AOP)

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / Subsidiary/ Associate	% of shares held/ share in JV
1	ARSS-ATLANTA (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAQFA8726P	Joint Venture	51.00%
2	HCIL-ADHIKARYA-ARSS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEFH3757R	Joint Venture	30.00%
3	ARSS - SIPS (JV)	129, Transport Centre, Rohtak Road, Punjabi Bagh, New Delhi - 110 035	AAEAA3620K	Joint Venture	51.00%
4	ARSS - SCPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA3621J	Joint Venture	51.00%
5	ARSS - BMS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA4835G	Joint Venture	51.00%

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / Subsidiary/ Associate	% of shares held/ share in JV
6	ARSS-TECHNOCOM-PRIYASHI ASHI (JV)	Kamrup Chamber road, Fancy Bazar, Guwahati-781001- Assam	AAHAA8492L	Joint Venture	51.00%
7	ARSS-SNKI (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA8546Q	Joint Venture	51.00%
8	ARSS-THAKUR (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAJAA0912F	Joint Venture	80.00%
9	ARSS - ROYAL (JV)	Plot No. 38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar, Odisha, 751010	AAJAA1996R	Joint Venture	75.00%
10	ARSS-BDPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAJAA6181C	Joint Venture	51.00%
11	ARSS - NTLLP (JV)	Short- Cut, P.O.- Nirjuli, Dist- Papumpare, Pin-791109, Arunachal Pradesh.	AAJAA9902B	Joint Venture	51.00%
12	SCPL - ARSS (JV)	OU-522, 5th Floor, Esplanade Commercial Development, Unit No. 32, 721, Rasulgarh, Bhubaneswar -751010	ABLAS3263J	Joint Venture	20.00%
13	ARSS - KKMPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAHAA8368B	Joint Venture	49.00%
14	ATLANTA-ARSS (JV)	504, Samarpan, New Link Road, Chakala, Near Mirador Hotel, Andheri East, Mumbai - 400 099	AABAA0048E	Joint Venture	49.00%
15	ARSS-LGPPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAGAA3633G	Joint Venture	51.00%

The name of the Joint Venture which have become JV during the year : NIL

The name of the Joint Venture which has been ceased during the year under review: NIL

6. Consolidated Financial Statements:

Consolidated financial statements (consolidating financials of ARSS Damoh - Hirapur Tolls Private Limited being its subsidiary company and of ARSS Developers Limited being its associate company) in terms of Section 129 (3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Listing Regulations”) and as per requirements of Ind AS 110 -consolidated financial statements read with Ind AS 28- Investment in associates and Joint ventures and Ind AS 31 - interest in Joint ventures, the Audited Consolidated Financial Statements are provided in this Annual Report. The consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiary.

Pursuant to the Section 129 (3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of each of the subsidiary and associate company in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to the Section 136 of the Companies Act, 2013 financial statements of subsidiary/ associate companies are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.arssgroup.in under the Investors Relations Section. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company’s registered office or email at [e-mail].

7. Reserve

No amount was proposed to be transferred to general reserve.

8. Operations- Work Orders

We are pleased to inform that during the year under report, the Company has secured the following contracts (work order):

1. At Boudh: Construction of Reinforced earth (RE) Wall (designed for 100 years life) for approach of ROB-542 & 489A at Railway Km. 206-370 and Km. 180.380 including allied items between Purunakatak (Km. 180) and Boudh (Km.207.0) of Khurda Road-Bolangir new BG Rail Link project of E.Co.Railway”. Submission of Performance Guarantee with a Contract Value of '' 15.40 crores

9. Performance and financial position of each of the subsidiary and associate companies are included in the consolidated financial statement except some JVs. which has been otherwise qualified by the Auditors of the Company.

10. CREDIT Rating

The accounts of the company is NPA since 2012, therefore no rating has been assigned to the company.

11. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year 2023-2024 to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Company’s Shares are listed.

12. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report as ‘Annexure - A’.

13. Corporate Governance and Shareholders Information:

The Company is committed to maintaining high standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) is provided in this Annual Report. The requisite certificate obtained from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance along-with a declaration signed by Resolution Professional stating that the members of the Board of Directors and Senior Management personnel have affirmed compliance with the respective codes of conduct of the Board of Directors and Senior Management is attached to the report on Corporate Governance. A report on Corporate Governance is included as a part of this Annual Report as ‘Annexure -B’.

A company undergoing insolvency resolution process, however, is exempted from the requirement of, amongst others, composition of board of directors, constitution, meetings and terms of reference of the audit committee, constitution, meetings and terms of reference of the nomination and remuneration committee, constitution, meetings and terms of reference of the stakeholders’ relationship committee as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is hosted on the Company’s website i.e. http://arssgroup.in/PDF/AnnualReturn/2024/ARSS ANNUAL RETURN 2024.pdf

15. MSME

The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited.

16. KYC registration for holders of physical shares:

All shareholders of the Company holding shares in physical form are requested to update their PAN, Address, Email ID, Bank account details (KYC details) and Nomination details with the Company’s Registrar and Share Transfer Agent (RTA) at the earliest, in case the same are not updated. The relevant forms for updating the KYC information and Nomination details are provided on the website of the Company at http://arssgroup.in/Notices n Forms.html.

17. Number of Board Meetings:

The powers of the Board of Directors remained suspended during CIRP period from 30.11.2021 onwards and no Board/ Committee meetings were held during the Financial Year 2023-24. The powers of board of directors were being exercised by the Resolution Professional (RP) in accordance with Sections 17 and 23 of the Insolvency Code. Further details are given in the Corporate Governance Report.

18. Committees of the Board of Directors

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee and Operation and Management Committee, prior to CIRP period.

During financial year 2014-15, in accordance with the provisions of the erstwhile Clause 49 of the Listing Agreement, the Board had voluntarily constituted the Risk Management Committee.

The Board had a defined set of guidelines, duties and responsibilities and an established framework commensurate with the applicable provisions of the Companies Act, 2013 and Listing Regulations for conducting the meetings of the said Committees. A detailed note on the Board of Directors and its committees, their scope etc. is provided under the Corporate Governance Report section of this Annual Report. All decisions pertaining to the Constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

However, The Financial Creditors, State Bank of India has filed a petition bearing CP (IB) No. 34/CB/2021 under section 7 of Insolvency and Bankruptcy Code, 2016 (“IBC”), before the National Company Law Tribunal - Cuttack Bench (“NCLT, Cuttack”) and subsequently the corporate insolvency resolution process (CIRP) has been initiated against the company by the NCLT Cuttack Bench, Cuttack vide order dated 30th November, 2021. vide this order Mr. Uday Narayan Mitra (Reg. No. IBBI/IPA001/IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi Road, bally, Kolkata West Bengal -711201 (Email- [e-mail]) has been appointed as Interim Resolution Professional (IRP). The powers of board of directors and its committees remained suspended during period under review and were being exercised by the RP in accordance with Sections 17 and 23 of the Insolvency Code. Accordingly, no meetings of the Committees were held during the Financial Year 2023-24. Further details are given in the Corporate Governance Report.

a. Audit Committee

The company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 6 of Corporate Governance Report attached with this annual report.

b. Nomination and Remuneration Committee

The company has in place Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 7 of Corporate Governance Report attached with this annual report.

c. Corporate Social Responsibility Committee (CSR):

The company has in place Corporate Social Responsibility Committee (CSR) in terms of the requirements of section 135 and Schedule VII of the Companies Act, 2013. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 8 of Corporate Governance Report attached with this annual report.

d. Shareholders Relationship Committee

The company has in place Shareholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 9 of Corporate Governance Report attached with this annual report.

19. Dematerialization of shares:

Physical/ NSDL/ CDSL/Summary Report as on 31st March, 2024, representing 99.94% of total Equity Share Capital of the Company were held in dematerialized form. The Company’s Registrar and Share Transfer Agent (RTA) is Bigshare Services Private Limited, Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai 400093, Maharashtra, India.

Particulars	No. of Shareholders	Percentage (%age)	No. of Shares	Percentage (%age)
CDSL	7,382	46.98	87,38,227	38.43
NSDL	8,325	52.98	1,39,87,013	61.51
PHYSICAL	7	0.04	12,726	0.06
TOTAL	15,714	100.00	2,27,37,966	100.00

20. E-voting facility at AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 24th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its’ Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd (“NSDL”). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

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

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

22. Auditors: Statutory Auditors:

At the Nineteenth AGM held on September 25, 2019 the Members approved appointment of M/s. A R M S & Associates, Chartered Accountant (Firm’s Registration No. 013019N) of Gurugram as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Twenty-fourth AGM.

Unfortunately, CA Manoj Kumar Gupta, Statutory Auditor met a road accident and expired on the spot. The Company had immensely benefited from his advice to the board. The company convey their deep sorrow and condolences to his family.

Committee of Creditors (“COC”) then appointed auditor’s reconstituted firm as the statutory auditors of the company but due to lapse of their Peer Review Certificate, they have resigned as they have lost their eligibility to conduct the audit of a Listed Company.

Then COC has appointed M/s. M A R S & Associates, Chartered Accountant (Firm’s Registration No. 010484N) of New Delhi to fill the casual vacancy caused and to conduct the statutory audit for the financial year ended March 31,2024

The company has also received necessary consent and certificates under Section 139 of the Companies Act, 2013 from M/s. M A R S & Associates, Chartered Accountant (Firm’s Registration No. 010484N) of New Delhi for the appointment as statutory auditors of the company to audit the accounts of the company for the five consecutive financial years i.e. up to 2028-2029, to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

In view of the above, M/s. M A R S & Associates, being eligible for appointment and based on the recommendation of the Resolution Professional and subject to approval of CoC and the shareholders of the company, it is proposed the appointment of M/s. M A R S & Associates as the statutory auditors of the Company to hold office for the five consecutive years from the conclusion of this Annual General Meeting until the conclusion of 29^th Annual General Meeting, at such remuneration plus GST, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors/ Resolution Professional of the Company and the Auditors.

Cost Auditors:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year. The Cost Audit for the financial year 2023-24 is under process and the report shall be submitted by the cost auditor as and when it will completed.

M/s. I C Kundu & Co, Cost Accountants, FRN 700778 were appointed as Cost Auditor to audit the cost records of the Company for the financial year 2024-2025. The Cost Auditors have submitted a certificate of their eligibility for such appointment and confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Member’s ratification for the remuneration payable for 2024-25 to Messrs I C Kundu & Co, as Cost Auditor, Bhubaneswar (Firm Registration Number 100778), is included in the Notice convening the Annual General Meeting.

Cost Records

Company has maintained proper cost records and books of account pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company’s products/ services.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sunita Jyotirmoy & Associates., a firm of Practicing Company Secretaries, Bhubaneswar to undertake the Secretarial Audit of the Company. The Secretarial Audit Reports for the financial year 2023-24 of the Company and its material subsidiary company i.e. ARSS Damoh Hirapur Tolls Private Limited are annexed herewith as ‘Annexure - C & D’. There was one observation by the secretarial auditors which is duly replied by the management herein below. Apart from that there were no qualifications, observations, reservation or comments or other remarks in the Secretarial Audit Reports, which have any adverse effect on the functioning of the Company and its material subsidiary.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-2024 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Jyotirmoy Mishra Partner of M/s. Sunita Jyotirmoy & Associates has been submitted to the Stock Exchanges.

Internal Auditors:

The Internal Auditors, M/s. PR & Associates, Cost Accountants, Bhubaneswar conduct internal audits periodically and submit their reports to the Resolution Professional and he has reviewed the report from time to time. For Financial Year 2024-25, M/s. PR & Associates, Cost Accountants, Bhubaneswar has been appointed as Internal Auditors of the Company by the Resolution Professional pursuant to the Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

23. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors: -

Basis for Qualified Opinion on standalone Financial Statements

a) In absence of relevant records, Contract-wise surplus/loss has neither been ascertained nor recognized in compliance with Ind AS-115 ‘Revenue from contract with customers’.

Company Reply: During the work execution period there is escalation claim, revision of contact value, extension of completion period, etc. due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial implication of the qualification is not quantifiable.

Basis for Qualified Opinion on Consolidated Financial Statements

a) In absence of relevant records, Contract-wise surplus/loss of holding company has neither been ascertained nor recognized in compliance with Ind AS-115 ‘Revenue from contract with customers’.

Company Reply: During the work execution period there is escalation claim, revision of contact value, extension of completion period, etc. due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial implication of the qualification is not quantifiable.

b) In the absence of audited books of accounts of ARSS-SIPS JV, ARSS Technocom Priyashi Aashi JV, ARSS-BMS JV, ARSS KMPPL JV and ARSS NTLLP JV, financial data from these entity have not been included in consolidation of financial statement.

Company Reply: The accounts of the JVs are under the control of respective JV Partners i.e. Shyam Indus Power Solutions Pvt. Ltd, BMS Projects, M/s. Technocom, NTLLP and K K Minerals Private Limited. The accounts of these JVs are yet to be finalized from their end. Hence financial implication for the JV is not quantifiable. However the accounting effect of the discrepancies, if any after the finalization of its accounts will be given at current date.

Secretarial Auditors

Our reply to the qualifications of Secretarial Auditors: -Basis for Qualified Opinion on Secretarial Audit Reports-

(a) Since the Status of the Company is showing as ‘Under Liquidation’, the Company could not file MGT 15, Balance Sheet and Annual Returns after completion of Annual General Meeting on 26.09.2023. However as on date of signing of the report, the status of the Company has been changed to “Under CIRP”.

Company Reply: The members of the Company please be informed that the Resolution plan submitted by SRA i.e. Ocean Capital Market Limited which was approved by the COC with 76.67% votes which was not approved by Hon’ble NCLT, Cuttack Bench, Cuttack and liquidation was initiated against the Corporate Debtor.

However the Resolution Applicant has filed an appeal with Hon’ble NCLAT, New Delhi against the order of rejecting the resolution plan. The Hon’ble NCLAT passed an order dated 25^th April, 2023, directing for liquidation shall remain stayed and resolution professional shall continue to manage the affairs of the company as a going concern.

The Application has been allowed by the Hon’ble NCLAT, New Delhi vide its order dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the Hon’ble NCLT, Cuttack bench vide its order dated 18.04.2023. The relevant form INC-28 has been file by the Company with the Ministry of Corporate Affairs but the master data showing the status of the Company has not been changed from Under Liquidation to Under CIRP. Company Secretary has been continuous follows up with the ROC and IBBI but no corrective action has been taken for a long time. However after that the master data has been changed but still when the company is trying to file MGT-15 and Annual Filling, the status of CIN of the Company showing under Liquidation and the filling of forms is not allowed by the Ministry of Corporate Affairs. Therefore the filling of ROC Forms is not an intentional act rather due to technical glitch the master data recorded at MCA portal, company are unable to file the relevant forms with the ROC.

24. Directors and Key Managerial Personnel

The Hon’ble NCLT vide order dated November 30, 2021 had initiated the CIRP Proceedings against the Company and pursuant to Section 17 of the IBC, the powers of the Board of Directors of the Company stood suspended, and such powers are vested with the Resolution Professional, Mr. Uday Narayan Mitra.

The outcome of the CIRP may result in change in the Board of Directors of the Company followed by reconstitution of the statutory committees of the Board of Directors of the Company. In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Rajesh Agarwal, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, However, his Power as director shall stand suspended during CIRP.

Mr. Rajender Parshad Indoria ceased to be the director of the company due to his resignation dated 28-02-2024 which was approved by the CoC on 01.04.2024. Tenure of Mr. Pareswar Panda is completed and has not been re-appointed.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

25. Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

a. Mr. Rajesh Agarwal, Managing Director; (suspended during CIRP w.e.f. 30.11.2021)

b. Mr. Uday Narayan Mitra, Resolution Professional (appointed by NCLT w.e.f. 30.11.2021)

c. Mr. S. K. Pattanaik, Chief Financial Officer and

d. Mr. Prakash Chhajer, Company Secretary & Compliance officer

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

Since the company is under CIRP, the Board of directors is suspended w.e.f. 30.11.2021 therefore no such declaration has been received from Independent director.

In view of above the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors during the financial year is not provided.

27. Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

28. Director’s Responsibility Statement/ Statement by the Chief Financial Officer (CFO) and taken on record by the Resolution Professional:

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

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

(c) the directors/ CFO 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/ CFO had prepared the annual accounts on a going concern basis;

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

(f) the directors/ CFO had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code’) is applicable to all its Board Members and Senior Management Personnel of the Company. A Code of Conduct for the Directors and Senior Management Personnel has already been approved by the Resolution professional of the Company. All Board Members and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel have complied with the Code during the financial year 2023-2024, duly signed by Resolution professional of the Company is herein below enclosed with Corporate Governance Report. The Code has also been posted on the Company’s Web-site.

30. Particulars of employees (rule 5(2), and 5(3)) and managerial remuneration ( rule 5(1) ) of the companies (appointment and remuneration of managerial personnel) rules, 2014, and under section 197(12) of the act

The total number of employees as on 31^st March, 2024 stood at 406.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided as follows:

(i) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary during the financial year 2023-2024 and ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-2024 are as under;

Sr. No.	Name of the Director/ KMP and designation	Remuneration of Director/ KMP for the FY 2023-24 ('' in Lacs)	% increase in remuneration in the FY 2023-24	Ratio of remuneration of each Director/ to median remuneration of employees
1	Mr. Subash Agarwal, Chairman (suspended during CIRP)	Nil	Nil	Nil
2	Mr. Rajesh Agarwal, Managing Director (suspended during CIRP)	Nil	Nil	Nil
3	Mr. S. K. Pattanaik, Chief Financial officer	30.00	Nil	Not Applicable
4	Mr. Prakash Chhajer, Company Secretary & Compliance Officer	16.50	Nil	Not Applicable

(ii) The median remuneration of employees of the company during the financial year was '' 1,56,000 ;

(iii) In the Financial year, there was decrease of (-) 7.14% in the median remuneration of employees;

(iv) There were 406 permanent employees on the rolls of Company as on March 31,2024

(v) During the financial year 2023-2024, the average percentage decrease in salary of the Company’s employee, excluding the key managerial Personnel (‘KMP’) was 3.21%. and there was no change in the salary of KMPs during the year under review. and

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employee.

THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW:

Sl.	Name	Age In	Qualification	Date of	Designation	Remuneration	Total	Previous Employment	Percentage
No.		Years		Comencement		(Amount INR	Experience (Designation)		of equity
				of		in Lacs)	(No. of yrs.)		share held
				Employment					by employee in company
1	Mr. S .K. Pattanaik	52	M.Com, LLB, PGDM	01.04.2015	CFO	30.00	21	ARSS I.P.L. DF	0.00005
2	Mr. Sanjay Peshion	55	B.Tech Civil	01.05.2016	VP	18.00	30	Harishchandra India Ltd. - Additional GM	-
3	Mr. Rashmi Ranjan Singh	50	CA	01.08.2007	AVP-Finance & Accounts	16.80	18	ARSS I.P.L. - Financial Advisor	-
4	Mr. Prakash Chhajer	42	CS	28.05.2019	Company Secretary	16.50	14	Scan Energy & Power Limited	-
5	Ramesh Kumar Ranjan	50	Bachelor Of Engg Civil	01.04.2005	Project Manager-Mizoram	16.20	18	Triveni Engicon, Jamshedpur, Sr Engg.	-
6	Mr. Kedar Gouri Padhy	47	DCE, B Tech Civil	08.11.2017	Project Manager	15.00	18	Reliance Industries Ltd. - Senior Manager	-
7	Mr. Surendra Kumar Khare	58	B.Tech Civil	15.03.2012	Vice President	13.20	33	-	-
8	Mr. Amarkant Pathak	48	BA	20.10.1996	Site In Charge	12.00	26	-	-
9	Mr.Khalasi Ravi Hasmukhlal	38	Diploma (Auto Mobile)	19.07.2023	Operation Head - MV	12.00	15	-	-
10	Mr.Nrusingha Barik	55	Graduation	03.09.2020	Project Manager	9.60	25	-	-

31. Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

The Company has a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of Companies Act, 2013.

During the year under review, no changes were made in the above policy. Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at http://arssgroup.in/ArssPolicies.html

32. Industrial Relation:

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

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

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

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

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

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

34. Annual Evaluation by the Board of Its Own Performance (Including Committees and Individual Directors)

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, a company undergoing CIR process is not required to comply with the requirement of conducting evaluation of the independent directors. Therefore, subsequent to commencement of the CIR process the evaluation of the independent directors of the Company was not required to be carried out under the provisions of the Regulation 17(10) SEBI LODR Regulations.

Further, in accordance with Rule 8(4) of Companies (Accounts) Rules, 2014, the board of directors of a company are required to evaluate its own performance and that of its committees and individual directors. However pursuant to commencement of the CIR process of the Company, the powers of the board of directors stand suspended and the affairs of the Company were being conducted by RP during Financial Year under review. Consequently, no meeting of the Directors was held during the Financial Year 2023-2024 for such evaluation.

35. Segment wise performance:

The Company is engaged in only one segment viz. Construction Business and as such there is no separate reportable segments as per IND AS -108 “Operating Segment.”

36. Independent Directors Meeting

Since the CIRP has been initiated and the board has been suspended w.e.f. 30.11.2021 therefore no meeting of the Independent Directors was held during the year under review.

37. Familiarisation Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company. During the year under, the company is under CIRP no such familiarization program was conducted for Independent directors.

38. Details of significant and material orders:

During the year under review one significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. However subsequently the order was stayed by Appellate Tribunal -

1. The Resolution plan submitted by Successful Resolution Applicant (SRA) i.e. Ocean Capital Market Limited which was approved by the COC with 76.67% but Hon’ble NCLT, Cuttack Bench has rejected the plan on ground of resolution period was over and liquidation was initiated against the Corporate Debtor vide its order dated 18.04.2023. Ms. Payal Agarwal Insolvency Resolution Professional has been appointed as liquidator of the company. However the Resolution Applicant has filed an appeal with Hon’ble NCLAT, New Delhi against the order rejecting the Resolution Plan. The Hon’ble NCLAT passed an order dated 25th April, 2023, directing for liquidation shall remain stayed and resolution professional shall continue to manage the affairs of the company as a going concern.

Application made by Resolution Applicant, has been allowed by the Hon’ble NCLAT, New Delhi vide its order dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the Hon’ble NCLT, Cuttack bench and allowed the Resolution Applicant to submit an addendum as per the said order.

Therefore, pursuant to the order of the Hon’ble NCLAT the Resolution Applicant submitted its addendum which was approved by a majority voting of 99.36% in favour for consideration. Thereafter a fresh Application filed by the RP for approval of the Plan on dated 18-09-2023.

39. Particulars of Loans, Guarantees or Investments under Section 186

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

40. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 in the Prescribed Form AOC-2

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company’s website and can be accessed at http://arssgroup.in/PDF/ArssPolicv/Related%20 Partv%20Transaction%20Policv.pdf

All related party transactions are in compliance with Ind-AS 24, Section 188 and / or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature. However during CIRP, where Audit Committee is suspended, all the Related party Transaction is approved by the Committee of Creditors (CoC).

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Members may refer Note 61 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS 24.

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

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

There have been no material changes and commitments affecting the financial position of the company between the end of the financial year and date of this report except the Hon’ble NCLT/NCLAT order(s) related to matters under CIRP.

42. Compounding status

The company has received show cause notices by the office of Regional Director, Eastern Region and Registrar of Companies of Odisha at Cuttack pursuant to the inspection held under section 209(A) of the Companies Act, 1956 in the year 2016-17 for the non compliance of few section of the companies act. The company has already compounded 13 sections out of total Forty Four sections for which show cause notices were issued. Rest are under the process and will be compounded in due course.

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

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of sub - Section (3) (m) section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31^st March, 2024.

44. Business risk management

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company’s management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures.

Pursuant to commencement of the CIR Process, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or resolution professional, as the case may be, in accordance with the provisions of the Code. Accordingly, the Board as well as the Audit Committee has not met during the year under review. At present the company is under CIRP therefore the related risk is associated with the company.

45. Corporate Social Responsibility

i) Terms of reference:

The Committee formulates CSR Policy. The role of the Committee is as under:

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

b. Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

c. Monitor the CSR Policy of the Company and its implementation from time to time.

d. Such other functions as the Board may deem fit from time to time.

ii) Composition, name of Members and attendance during the year:

Pursuant to commencement of the CIR process, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or resolution professional, as the case may be, in accordance with the provisions of the Code. The requirement of minimum number of members in the audit committee in accordance with the Companies Act, 2013 and the rules framed thereunder is not maintainable on account of suspension of the powers of the Board. In terms of the SEBI LODR Regulations, a company undergoing CIR process is not required to comply with Regulation 18(1)(a) of the SEBI LODR Regulations dealing with the minimum number of the members in the audit committee of a listed company.

iii) No. of Meetings held during the year:

Since the Board and committee thereof has been suspended during CIRP, hence no meeting was held during the year under review.

iv) Amount incurred on CSR activities during the year:

Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules, 2014, (CSR Rules) makes it mandatory for certain companies who fulfill the criteria as mentioned under Sub Section 1 of Section 135 to comply with the provisions of Corporate Social Responsibility and accordingly company had constituted a CSR committee and has also adopted the CSR Policy for the company as approved by the committee.

Since the average of the last three years profit was in negative figures i.e. ('' 52.04) crores loss company need not to incur any amount towards CSR in the FY 2023-24.

A responsibility statement of the CSR Committee

The CSR Committee has confirmed that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Sd/-

Rajesh Agarwal (Chairman CSR Committee) (Suspended During CIRP)

Provide the web-link where Composition of CSR Committee, CSR Policy approved by the Board are disclosed on the website of the Company. The Composition of CSR Committee and CSR Policy of the Company are available on the Company’s website and can be accessible at http://arssgroup.in/PDF/ArssPolicy/Corporate%20Social%20Responsibility%20Policy.pdf.

46. Vigil Mechanism/ Whistle Blower Policy of the Company

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee (presently this power is vested with Resolution Professional).

Whistle Blower Policy of your Company is available on the Company’s website and can be accessed in the Governance section at the Web-link http://arssgroup.in/PDF/ArssPolicy/Vigil%20Mechanism%20and%20Whistle%20Blower%20Policy. pdf

47. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 / Internal Complaint Committee

The Company has a detailed policy in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). Internal Complaints Committees (“ICC”) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year 2023-2024, no case of Sexual Harassment was reported.

48. Share Capital

The issued, subscribed and paid-up Share Capital of the Company stood at INR 22.73 crores as at 31^st March, 2024 comprising of 2,27,37,966 (Equity) Shares of INR 10 each fully paid-up. There was no change in Share Capital during the year under review.

49. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, have been duly complied by your Company.

50. Policies

The details of the Key Policies adopted by the Company can be accessed in the Governance section at the Web-link http://arssgroup.in/ArssPolicies.html

• Remuneration policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Policy for selection and appointment of directors, senior management and their remuneration. The Board recognizes that the various Committees of the Board have very important role to play to ensure highest standards of corporate governance. The remuneration policy is stated in the Corporate Governance Report.

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Pursuant to the amendments in the SEBI (Prohibition of Insider Trading) Regulations, 2015 vide The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 the Board of Directors of the Company has adopted new code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“UPSI”) (“Fair Disclosure Code”) incorporating a policy for determination of “Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations w.e.f. 1^st April, 2019.

• Whistle blower policy

The Company has adopted a Whistle Blower Policy through which the Company encourages its employees to bring to the attention of Senior Management, including Audit Committee, any unethical behavior and improper practices and wrongful conduct taking place in the Company. The details of the same is explained in the Corporate Governance Report and also posted on the website of the Company at the link http://arssgroup.in/PDF/ArssPolicy/Vigil%20 Mechanism%20and%20Whistle%20Blower%20Policv.pdf

• Code of Conduct to Regulate, Monitor and Report Trading by Insiders

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations w.e.f. 1^st April, 2019.

• Policy for Determining Material Subsidiaries

Pursuant to amendments in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, the Company has adopted the revised “Policy for Determining Material Subsidiaries” for laying down a criterion for determining Material Subsidiaries and their governance as per Regulation 16(1)(c) to the said regulations w.e.f. 1^st April, 2019.

51. Insurance

The Company’s plant, property, equipment, vehicles and stocks are adequately insured against major risks. The Company has also taken Directors’ and Officers’ Liability insurance Policy to provide coverage against the probable liabilities arising on them. However due to CIRP the same has not been renewed.

52. Disclosure under Insolvency and Bankruptcy Code (Corporate Insolvency Resolution Process (CIRP)

A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India (Financial Creditor) has been admitted against the Company vide Honorable National Company Law Tribunal, Cuttack bench order dated 30.11.2021 and Mr. Uday Narayan Mitra (Reg. No. IBBI/ IPA001/IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi Road, bally, Kolkata West Bengal -711201 (Email - [e-mail]) has been appointed as Interim Resolution Professional/ Resolution Professional

by NCLT, Cuttack Bench under Section 13(1)(c) of the Insolvency and Bankruptcy Code, 2016. As a part of CIRP, financial and operational creditors were called upon to submit their claims to the IRP. As on date the admitted claim of the Company is INR 5314.08 crores.

During the year under review, the power of the board was vested with Mr. Uday Narayan Mitra (Reg. No. IBBI/IPA001/ IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi Road, bally, Kolkata West Bengal -711201 ([e-mail]) as appointed as Resolution Professional by NCLT, Cuttack Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code, 2016.

Total 29th COC meeting (Committee of Creditors Meeting) was conducted by the RP till date to take various decision to run the company as going concern and to approve the resolution plan. The resolution plan submitted by RA has been approved by 76.67% votes in favour votes but Hon’ble NCLT, Cuttack Bench has rejected the plan on ground of resolution period was over and liquidation was initiated against the Corporate Debtor. vide its order dated 18.04.2023.

However, Application made by Resolution Applicant, has been allowed by the Hon’ble NCLAT, New Delhi vide its order dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the Hon’ble NCLT, Cuttack Bench and allowed the Resolution Applicant to submit an addendum as per the said order.

Pursuant to the order of the Hon’ble NCLAT the Resolution Applicant submitted its addendum which was approved by a majority voting of 99.36% in favour for consideration. Thereafter a fresh Application filed by the RP for approval of the Plan on dated 18-09-2023. The matter is under active deliberation and pending before the Hon’ble NCLT, Cuttack Bench Cuttack.

During the year under review the exposure of Punjab National Bank and Edelweiss Asset Reconstruction Company has been taken over by the CFM Asset Reconstruction Private Limited and exposure of SREI Infrastructure Finance Limited and SREI Equipment Finance Limited has been taken over by the Invent Assets Securitizations and Reconstruction Private Limited.

53. Disclosure requirements:

As per SEBI Listing Regulations, the Corporate Governance Report with the Certificate thereon issued by Practicing company secretary and the Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

54. Green Initiatives & Acknowledgement :

As a responsible corporate citizen, the Company supports the ‘Green Initiative’ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants (“DPs”) and RTAs. To support the ‘Green Initiative’, Members who have not registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent (“RTAs”)/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

In accordance with the relevant MCA Circulars and the applicable SEBI Circulars, the Annual Report of the Company for the financial year ended 31 March 2024 including therein the Audited Financial Statements for the financial year 2023-2024, are being sent only by email to the Members.

The Board / Resolution Professional together with Key Managerial Personnel would like to acknowledge and place on record their sincere appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, employees at all levels.

Your Resolution Professional appreciate and value the contribution made by every member of the ARSS family.

For and on behalf of the Board of Directors (suspended during CIRP)

Sd/- Sd/- Sd/-

Subash Agarwal Rajesh Agarwal (Uday Narayan Mitra)

Chairman Managing Director Resolution Professional

Place: Bhubaneswar (DIN:00218066) (DIN: 00217823) (IP Reg.No.IBBI/IPA001/

Dated: August 10, 2024 (Suspended during CIRP) (Suspended during CIRP) IP-P00793/2017-18/11360)

---

Mar 31, 2018

The Directors have pleasure in presenting before you the 18^th Annual Report of the Company together with Audited Statements of Accounts for the Financial Year ended 31^st March, 2018:

1. Financial Position & Performance:

A. ARSS Infrastructure Projects Limited (As per IND AS)

The performance during the period ended 31st March, 2018 has been as under (Standalone):

(Rs. In Crores)

Particulars	2017-18	2016-17
Sales	584.34	836.65
Profit before Depreciation, Interest and Tax	(17.59)	(226.77)
Less : Depreciation	23.94	32.63
Interest	37.24	76.99
Profit Before Tax	(78.77)	(336.39)
Less : Tax Expenses
a) Current Year	-	-
b) Earlier Year	5.95	0.20
c) Deferred Tax	(29.95)	(4.98)
Profit/Loss After Tax	(54.77)	(331.61)
Balance brought forward from previous year	(132.47)	199.14
Amount Available for Appropriation	(187.27)	(132.47)
Appropriations
a) Dividend	-	-
b) Tax on Dividend	-	-
c) Transfer to General Reserve	-	-
Balance Carried to Balance Sheet	(187.27)	(132.47)
Earnings per Share (In Rs.) (Weighted) Basic (Equity Shares of face value of Rs.10/- each)	(27.51)	(223.46)
Earnings per Share (In Rs.) (Weighted) Diluted (Equity Shares of face value of Rs.10/- each)	(27.51)	(145.84)

B. Subsidiary/ Associate & Joint Venture Company

(Rs. In Crores)

	ARSS Damoh Hirapur Tolls Pvt. Ltd.		ARSS Developers Limited
Particulars	2017-18	2016-17	2017-18	2016-17
Sales	-	-	0.10	0.69
Profit before Depreciation, Interest and Tax	-	-	-0.45	0.06
Less : Depreciation	-	-	0.28	0.28
Interest	-	-	6.31	3.79
Profit Before Tax	-	-	-7.04	-4.01
Less : Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-
c) Deferred Tax	-	-	-0.03	-0.05
Profit/Loss After Tax	-	-	-7.07	-4.06
Balance brought forward from previous year	-	-	-19.17	-15.11
Amount Available for Appropriation	-	-	-	-
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	-	-	-26.24	-19.17
Earnings per Share (In '') (Weighted) Basic (Equity Shares of face value of '' 10/- each)	-	-	-10.86	-6.29
Earnings per Share (In '') (Weighted) Diluted (Equity Shares of face value of '' 10/- each)	-	-	-10.86	-6.29

2. Dividend

Your Directors have not recommended any dividend for the financial year ended March 31, 2018.

3. Operating Result :

The turnover of the Company in the year is Rs.584.34 crores as compared to Rs.836.65 crores in the previous financial year. The profit before tax is Rs. (78.77) crores as compared to Rs. (336.39) crores for the previous financial year.

4. Details of Subsidiary, Joint Venture or Associates

A. Details of Subsidiary and Associate Companies

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

Sl. No.	Name of the Company	Address of the Company	CIN/GLN/ PAN	Holding / Subsidiary / Associate	% of shares held/ share in JV	Applicable Section
1	ARSS Damoh-Hirapur Tolls Private limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45201OR2011PTC013524	Subsidiary Company	99.82 %	2 (87)
2	ARSS Developers Limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45209OR2007PLC009201	Associate Company	38.41%	2 (6)

B. Joint Venture (AOP)

Sl. No.	Name of the Company	Address of the Company	CIN/GLN/ PAN	Holding /Subsidiary / Associate	% of shares held/ share in JV
1	NIRAJ-ARSS JV.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAN5116B	Joint Venture	40.00%
2	ARSS-ATLANTA JV.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAQFA8726P	Joint Venture	51.00%
3	ATLANTA-ARSS JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA0048E	Joint Venture	49.00%
4	ARSS-HCIL CONSORTIUM	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAOFA4560D	Joint Venture	60.00%
5	ARSS-TRIVENI JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA1081H	Joint Venture	51.00%
6	PATEL-ARSS JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAP8266E	Joint Venture	49.00%
7	BACKBONE-ARSS JV.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAB7056Q	Joint Venture	49.00%
8	SOMDATT BUILDERS-ARSSJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AADAS6434L	Joint Venture	49.00%
9	ARSS-ANPR JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA1158M	Joint Venture	51.00%
10	HCIL- ADHIKARYA-ARSSJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEFH3757R	Joint Venture	30.00%
11	ARSS GVR JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AACAA1049A	Joint Venture	51.00%
12	HCIL-ARSSSPL-TRIVENI JV	113-A, Kamala Nagar, Delhi-110007	AADFH8758B	Joint Venture	30.00%
13	HCIL- KALINDEE-ARSSJV	113-A, Kamala Nagar, Delhi-110007	AAEFH1678M	Joint Venture	30.00%

Sl. No.	Name of the Company	Address of the Company	CIN/GLN/ PAN	Holding /Subsidiary / Associate	% of shares held/ share in JV
14	ARSS - SIPS (JV)	129, Transport Centre, Rohtak Road, Punjabi Bagh, New Delhi - 110 035	AAEAA3620K	Joint Venture	51.00%
15	ARSS-SCPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA3621J	Joint Venture	51.00%
16	ARSS-BMS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA4835G	Joint Venture	51.00%

During the year under review the following joint ventures were closed:

Sl. No.	Name of the Company	Address of the Company	CIN/GLN/ PAN	Holding / Subsidiary / Associate	% of shares held/ share in JV
1	HARISH CHANDRA-ARSSSPLJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAH1493H	Joint Venture	49.00%
2	ARSS-MVPLJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA1497P	Joint Venture	51.00%
3	ARSS-BALAJI JV	At / PO : Belpahar R.S., Belpahar	AABAB1071G	Joint Venture	30.00%

5. Consolidated Financial Statements:

Consolidated financial statements (consolidating financials of ARSS Damoh - Hirapur Tolls Private Limited being its subsidiary company and of ARSS Developers Limited being its associate company) in terms of Section 129 (3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Listing Regulations”) and as per requirements of Indian Accounting Standards (‘IND-AS’) under Companies Act, 2013 on accounting and disclosure requirements, the Audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to the Section 129 (3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financials statements of each of the subsidiary and associate company in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to the Section 136 of the Companies Act, 2013 financial statements of subsidiary/ associate companies are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.arssgroup.inunder the Investors Section.

6. Reserve

No amount was proposed to be transferred to general reserve.

7. Operations- Work Orders

Your Directors are pleased to inform that during the year under report, the Company (alongwith it’s JVs) has secured the following contracts (work order):

a. Package- 1 Execution of balance works for construction of major bridges (excluding the work of bridge superstructures of steel open web and composite girders) of bridge no. 326 (3x30.5m open web steel girder), 341 (3x30.5m composite steel girder welded type), 348 (7x30.5m open web steel girder), 352 (3x12.2m PSC), 355 (5x30.5m open web steel girder), 367 (6x30.5m composite steel girder welded type) and 390 (10x30.5m open web steel girder) in connection with doubling between Jaroli (incl.) and Jakhapura (incl.) (170.903 km) on Khurda road division of east coast railway in the state of Odisha, India.” is awarded in favour one of our Company ARSS Infrastructure Projects Limited by Rail Vikas Nigam Limited on 16^th February, 2018 with a contract value Rs. 89.01 crores.

b. Package-2 Execution of balance works for construction of major bridges (excluding the work of bridge superstructures of steel open web girders) of bridge no. 24 (3x18.3m PSC), 43 (3x18.3m PSC), 58 (1x30.5m open web steel girder), 66 (3x45.7m open web steel girder), 97 (3x18.3m PSC) in connection with doubling between Jaroli (incl.) and Jakhapura (incl.) (170.903 km) on Khurda road division of east coast railway and Chakradharpur division of south eastern railway in the state of Odisha, India is awarded in favour one of our Company ARSS Infrastructure Projects Limited by Rail Vikas Nigam Limited on 16th February, 2018 with a contract value of Rs. 32.08.

c. Excavation & Cement Concrete Lining of Baitarani Left Bank Canal (BLBC) from RD 24.08 Km to RD 28.50 Km. Including construction of Structures and Service Road is awarded in favour of our Company ARSS Infrastructure Projects Limited by Chief Construction Engineer, Anandapur Barrage Project, Salapada on 22^ndNovember, 2017 with Contract Value Rs. 49.37 Crores.

d. Execution of balance work of roadbed, major & minor bridges, track linking, S&T service buildings, other civil works and outdoor signaling in connection with doubling work Between BLSN to RVH (In) Section (Excluding ANMD yard) and residential & other service buildings at MSMD & ANMD of Sambalpur Division of East Coast Railway & Raipur Division of SECR in the state of Chhattisgarh, INDIA a part of Raipur - Titlagarh Doubling is awarded in favour of our Company ARSS Infrastructure Projects Limited by Rail Vikas Nigam Limited on 20^thNovember, 2017 with a contract value of Rs. 8709 Crores.

e. Jagdalpur - Koraut Doubling: Supplying, transporting and stacking of 90,000 cum of contractor’s hard stone machine crushed Track Ballast as per Railway specifications between Ambagaon - Khadapa stations (from Km.270.40 to Km.244.00) on KK line of WAT Division of East Coast Railway is awarded in favour one of our Joint Venture (JV) named ‘ARSS-LgPpL (JV)” by by East Coast Railway on 24^th August, 2017 with a contract value of Rs. 15.78 Crores.

f. Supplying and stacking of contractor’s hard stone machine crushed Track Ballast as per Railway specifications between Jarpada and Talcher Road in connection with Talcher - Sambalpur doubling is awarded in favour one of our Joint Venture (JV) named ‘ARSS-SCPL (JV)” by by East Coast Railway, Bhubaneswar on 23^rd August, 2017 with a contract value of Rs. 16.95 Crores.

g. Crushing of contractors hard stone using mechanized crusher to 50 mm gauge of 10,000 Cum (as per specifications) transporting the same to Kakrigumma Depot unloading and stacking on level ground including dressing of ground and loading the same into Railway wagons at Kakrigumma Depot under the jurisdiction of Asst. Divl. Engineer/ Laxmipur on Koraput - Rayagada line of Waltair Division is awarded in favour of our Company ARSS Infrastructure Projects Limited by Divisional Railway Manager, East Coast Railway, Waltair on 11^th July, 2017 with a contract value of Rs. 1.30 Crores.

h. Koraput - Singapur Road Doubling Project: Construction of Major Bridge No. 1 (1x18.3m Composite Girder, RUB), Br. No 3 (5x30.5m composite Girder), Br. No.6 (5x30.5 Composite Girder), Br. No.12 (1x12.2m 1 x 30.5m 1x12.2m Composite Girder), Br. No.19 (1x12.2m 1x30.5m 1x12.2m Composite Girder),Br. No. 21A (1x36.0m Composite Girder, ROB), Br.NO.25 (2x9.15m RCC Box) & Br. NO. 26 (3x6.1m RCC Box) between Koraput -Damanjodi stations in connection with Doubling of Koraput - Singapur Road section of WAT Division, East Coast Railway” is awarded in favour one of our Joint Venture (JV) named ‘ARSS-SCPL (JV)” by by East Coast Railway on 04th July, 2017 with a contract value of Rs. 71.57 Crores.

i. Supply of Ballast in connection with 3^rd & 4^th line work between Salegaon to Rajathgarh in KUR Division awarded in favour one of our Joint Venture (JV) named ‘ARSS-SCPL (JV)” by by East Coast Railway, Bhubaneswar on 04th May, 2017 with a contract value of Rs. 1782 Crores.

j. Bhadrak - Nergundi 3^rd Line: Supply of machine crushed hard stone ballast in connection with doubling between Kapilas Road and Salegaon stations under KUR Division of E. Co. Railway awarded in favour of our Company ARSS Infrastructure Projects Limited by East Coast Railway, Jajpur on 11^th April, 2017 with a contract value of Rs. 4.19 Crores.

8. Performance and financial position of each of the subsidiaries and associates companies are included in the consolidated financial statement.

9. Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Company’s Shares are listed.

10. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report as ‘Annexure-A’.

11. Corporate Governance and Shareholders Information:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as prescribed in Schedule V (C) of the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along-with a declaration signed by Managing Director stating that the members of the Board of Directors and Senior Management personnel have affirmed compliance with the respective codes of conduct of the Board of Directors and Senior Management is attached to the report on Corporate Governance. A report on Corporate Governance is included as a part of this Annual Report as ‘Annexure-B.

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

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

Annual return of the Company is placed of the Company the web link for the same ishttp://arssgroup.in/pdf/Annual%20 Return%202018.pdf

13. Board Meetings:

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee.

During financial year 2014-15, in accordance with the provisions of the erstwhile Clause 49 of the Listing Agreement, the Board had voluntarily constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at these meetings, are provided in the Corporate Governance Section of the Annual Report.

14. Number of Board Meetings:

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

27^th May, 2017, 9^th August, 2017, 14^th September, 2017, 11^th December, 2017 and 12^th February, 2018.

15. Committees of the Board of Directors

a. Audit Committee

The company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 4 of Corporate Governance Report attached with this annual report.

b. Nomination and Remuneration Committee

The company has in place Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 5 of Corporate Governance Report attached with this annual report.

c. Corporate Social Responsibility Committee (CSR):

The company has in place Corporate Social Responsibility Committee (CSR) in terms of the requirements of section 135 and Schedule VII of the Companies Act, 2013. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 6 of Corporate Governance Report attached with this annual report.

d. Shareholders Relationship Committee

The company has in place Shareholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 7 of Corporate Governance Report attached with this annual report.

16. Dematerialization of shares:

Physical/ NSDL/ CDSL/Summary Report as on 31^st March, 2018, representing 65.22% of total Equity Share Capital of the Company were held in dematerialized form. The Company’s Registrars is Bigshare Services Private Limited, 1^st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai - 400 059, Maharashtra.

Mode of Holding	As on 31st March, 2018
	No. of Shares	% to Equity
NSDL	88,29,979	38.83%
CDSL	60,00,024	26.39%
PHYSICAL *	79,07963	34.78%
TOTAL	22,737,966	100.00%

* 78,94,736 Equity Shares (out of 79,07963 Equity Shares shown in Physical mode of holding as on 31.03.2018) were issued to promoters and their associates on 9^th August, 2017 on preferential basis under CDR scheme. Due to pending requisite approvals from the Stock exchanges for dematerialization, shares are shown as in physical mode as on 31.03.2018. Further, the company had obtained final listing and trading permission from the stock exchanges (BSE & NSE) on 22^nd June, 2018 for 78,94,736 for final Listing & Trading of these Equity Shares and these shares were taken into dematerialization by NDSL & CDSL.

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

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

18. Auditors:

Statutory Auditors:

As per the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 (the ‘Act’) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 M/s Ajay B Garg, Chartered Accountants, Mumbai, (Membership No. 32538) Statutory Auditors of the Company was appointed for a term of 4 years i.e. till the conclusion of 19th Annual General Meeting (AGM), which was subject to ratification at every AGM, hold office until the conclusion of ensuing Annual General Meeting.

Cost Auditors:

Company has maintained proper cost records and books of account pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company’s products/ services.

M/s. Asutosh & Associates, Cost Accountants, Bhubaneswar were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31^st March, 2018 by the Board of Directors pursuant to the Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditors:

M/S Deba Mohapatra & Co., a firm of practicing Company Secretaries, Bhubaneswar (FRN: P2002OR002800) were appointed as Secretarial Auditors of the Company for the financial year 2017-18 by the Board of Directors pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by M/S Deba Mohapatra & Co., is enclosed as a part of this report ‘Annexure-D’. Qualifications or remarks made by the Secretarial Auditor in his Report are self explanatory.

Internal Auditors:

M/s. PR & Associates, Cost Accountants, Bhubaneswar were appointed as Internal Auditors of the Company for the financial year 2017-18 by the Board of Directors pursuant to the Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

19. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors: -Basis for Qualified Opinion

a. In the absence of audited books of accounts of Balaji-ARSS JV, ARSS-MVPL JV, ARSS-SIPS JV, ARSS-BMS JV, discrepancies, if any, between the said accounts with that of the Company is not ascertainable.

Company Reply: The Joint Venture has completed the object for which it was formed. No transaction has been entered into during the Year. The accounts of the JVs are under the control of respective JV Partners i.e. Balaji Engicons Pvt. Ltd, Mateshweri Vanijya Pvt. Ltd , Shyam Indus Power Solutions Pvt. Ltd. and BMS Projects. The accounts of these JVs are yet to be finalized from their end. Hence financial implication for the JV is not quantifiable. However the accounting effect of the discrepancies, if any after the finalization of its accounts will be given at current date.

b. In absence of relevant records, Contract-wise surplus/loss has neither been ascertained nor recognized in compliance with Ind AS-115 ‘Revenue from contract with customers’

Company Reply: During the work execution period there is escalation claim, revision of contact value, extension of completion period, etc due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial implication of the qualification is not quantifiable.

c) The company has overdue accumulated secured debts amounting to Rs. 1491.49 Crores subject to reconciliation interest thereon from 01.04.2016. Banks has classified it as NPA. No interest has been charged on these secured debts to the Profit & Loss account resulting in understatement of loss to that extent and understatement of liability. Secured lenders have served notices on various dates under section 13(2) of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 for recovery of their dues.

Company Reply: The Company has not provided interest on NPA accounts, Since the outstanding amount is not quantifiable and the company is in the process for one time settlement with the banks.

d) Interest on Service Tax payable of Rs. 88.03 Lakhs has not provided, resulting to underreporting of loss to that extent.

Company Reply: Management is unable to determine input credit of service tax and there would be variation in service tax liability, hence unable to quantify interest liability on same.

e) Interest on Mobilization Advance Received of Rs. 365.89 Lakhs has not been provided, resulting to underreporting of loss to that extent.

Company Reply: Interest on Mobilization Advance Received of Rs. 365.89 Lakhs has not been provided as the department has the practice to deduct interest & principal of mobilization advance from our running account bill.

Secretarial Auditors:

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

20. Directors /Key Managerial Personnel Appointed / Resigned During the Year:

The following were appointed/ reappointed/ Resigned as Directors /Key Managerial Personnel during the financial year under review:

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1	Mr. Pareswar Panda	Independent Director	9th August, 2017	-
2	Mrs. Rima Dhawan	Woman Independent Director	17th December, 2016	27th September, 2017 (vacation of office of director)
3	Mrs. Janhabi Deo	Woman Independent Director	11th November, 2017 (to be regularized by the shareholders in ensuing AGM scheduled to be held on 27th September, 2018)

21. Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder

a. Mr. Rajesh Agarwal, Managing Director;

b. Mr. S. K. Pattanaik, Chief Financial Officer

c. Ms. Alka Khemka, Company Secretary

22. Re-appointment of Mrs. Janhabi Deo as Woman/ Independent Director

Mrs. Janhabi Deo (DIN: 07257699), who was appointed as Non-Executive Woman Independent Director by the board of directors through resolution by circulation from 11^th November, 2017 to 10^th November, 2018 for the period of one year and whose term of office is expiring on to 10^th November, 2018, who has consented for re-appointment as Independent Director of the company & has also submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for re-appointment, the board has proposed her candidature for the office of Director pursuant to the provisions of section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, is proposed to be re-appointed as Woman Independent Director of the Company with effect from 11^th November, 2018 to 10^th November, 2023 (for five years) not liable to retire by rotation.

23. Continuation of Mr. Swarup Chandra Parija as Independent Director

Pursuant to the SEBI notification dated 9^th May, 2018 amended Regulation 17 of SEBI (LODR), 2015 effective from 1^st April, 2019, board has proposed to shareholders for approval for continuation of directorship of Mr. Swarup Chandra Parija (DIN: 00363608) who was appointed by the Members of the Company on 29^thSeptember, 2015 for a period of five years with effect from 1^st April, 2016 to 31^st March, 2021) till the completion of his present term i.e. up to 31^st March, 2021 as an Independent Director (who is age of 77 (seventy seven) years and above.

24. Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. Director’s Responsibility Statement:

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

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

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

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

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code’) is applicable to all its Board Members and Senior Management Personnel of the Company. A Code of Conduct for the Directors and Senior Management Personnel has already been approved by the Board of Directors of the Company. All Board Members and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel have complied with the Code during the financial year 2017-18, duly signed by Managing Director of the Company is herein below enclosed with Corporate Governance Report. The Code has also been posted on the Company’s Web-site.

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

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

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

a. Mr. Subash Agarwal- Chairman- 1: 22.91

b. Mr. Rajesh Agarwal- Managing Director- 1: 20.83

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

(iii) The percentage increase in the median remuneration of employees in the financial year- 20%

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

Total 609 employees as on 31^st March, 2018.

(v) The explanation on the relationship between average increase in remuneration and company performance.- The loss in the financial year 2017-18 is much lower than of the losses of previous financial year. The increase in the remuneration of the median remuneration of employees is based on inflation consideration.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.- Though the loss in the financial year 2017-18 is much lower than of the losses of previous financial year. There were no changes in the remuneration of Key Managerial Personnel in the last financial year.

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

- Variations in the market capitalization of the company: The market capitalization of the company as on 31.03.2018 was Rs. 64.33 crores and as on 31.03.2017 market capitalization was Rs. 103.06 crores.

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

The Company had come out with initial public offer (IPO) in 2010 with issue price per share of Rs. 450/-. Share price as on March 31, 2018 with NSE is Rs. 43.34 per share indicating decrease in the market quotation of shares.

(viii) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- There were increase in the salaries of some employees in the last financial year but there were no changes in the remuneration of the managerial personnel in the last financial year.

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

(x) The key parameters for any variable component of remuneration availed by the directors; - No Director has received any variable component of remuneration in the last financial year though Chairman and Managing Director are entitled for commission upto 6% of the net profit of the company for the financial year in which adequate profit is earned, computed in the manner laid down in section 198 of the Companies Act, 2013.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: 0.79: 1

(xii) The remuneration paid to employees is as per the remuneration policy of the Company.

As required under the provision of Section 197 (12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, as amended, there was no employees who have drawn salary or appointed under this category during the financial year 2017-18.

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

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

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

The Company has complied with the definition of Independence as per regulation SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.

30. Industrial Relation:

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

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

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

- Safeguarding Assets and their usage.

- Maintenance of Proper Accounting Records and

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

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

32. Annual Evaluation by the Board of Its Own Performance (Including Committees and Individual Directors)

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

33. Independent Directors Meeting

During the year under review, the Independent Directors of the Company met on 12^th February, 2018, inter-alia,to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

34. Familiarisation Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

35. Details of significant and material orders:

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

36. Particulars of Loans, Guarantees or Investments under Section 186

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

37. Particulars of Contracts or Arrangements with Related Parties Referred To In Sub-Section (1) of Section 188 in the Prescribed Form AOC-2

All related party transactions attracting compliance under Section 188 and / or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature.

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

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

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

a. Final Listing & Trading permission of Equity Shares- The company had obtained final listing and trading permission from the stock exchanges (BSE & NSE) on 22^nd June, 2018 for 78,94,736 Equity shares issued and allotted to promoters and their associates on preferential basis pursuant to the CDR Scheme.

b. Application to NCLT, Kolkata Bench under IBC, 2016 - One of the ‘Operational Creditors’ M/s Sri Shyam Steels, Rourkela, has filed an application under section 9 of The Insolvency And Bankruptcy Code, 2016, before Hon’ble National Company Law Tribunal (NCLT), Kolkata Bench at Kolkata for initiating ‘Corporate Insolvency Resolution Process. The company was served a copy of the application (before filing with NCLT) on 17^th May, 2018.

c. FIR by Central Bureau of Investigation ‘CBI’- Central Bank of India has filed a FIR against our subsidiary company ‘ARSS Damoh Hirapur Tolls Private Limited’ its directors and guarantors including ARSS Infrastructure Projects Limited (being corporate guarantor) on 9^th April, 2018 in connection with the loan provided to our subsidiary company ‘ARSS Damoh Hirapur Tolls Private Limited’.

39. Forensic Audit By SEBI

Pursuant to the SEBI order dated September 25, 2017 ref. no. SEBI/WTM/MPB/ISD/39/2017 directing Exchanges to conduct forensic audit of our company, KPMG was appointed by National Stock Exchange of India Ltd. to conduct forensic audit of our company w.e.f. 22^nd December, 2017 Further report of the same is still awaited.

40. Compounding status

Four more Sections (Nine Sections already compounded in the financial year 2016-17) out of thirty eight sections for which show cause notices were issued by the office of Regional Director, Eastern Region and Registrar of Companies of Odisha at Cuttack Pursuant to the inspection held under section 209(A) of The Companies Act, 1956 were compounded during the financial year 31st March, 2018. Hence till date total 13 sections have been compounded out of thirty eight sections for which show cause notices were issued. Please refer point No. VII of MGT-9 attached with this report for further details.

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

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of sub - Section (3) (m) section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31^st March, 2018.

42. Development and Implementation of Risk Management Policy:

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

43 Corporate Social Responsibility

i) Terms of reference:

The Committee formulates CSR Policy. The role of the Committee is as under:

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

b. Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

c. Monitor the CSR Policy of the Company and its implementation from time to time.

d. Such other functions as the Board may deem fit from time to time.

ii) Composition, name of Members and attendance during the year:

The CSR Committee of the Company consists of 2 Non-Executive Independent Directors and 1 Executive Director.

Name of the Member	Position	No. of Meetings held during the FY 2017- 18	No. of meetings Attended during the FY 2017- 18
Mr. Rajesh Agarwal	Chairman	1	1
Mr. Swarup Chandra Parija	Member	1	1
Mr. Pareswar Panda	Member	1	Nil

*Mrs. Rima Dhawan resigned from the CSR Committee and the committee was re-constituted by the board in their meeting held on 9^th August, 2017 and Board approved the appointment of Mr. Pareswar Panda as Member/Chairman of the CSR Committee.

iii) No. of Meetings held during the year:

During the year the Committee had met once i.e. on 9^th August, 2017

iv) Amount incurred on CSR activities during the year:

Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules, 2014, (CSR Rules) makes it mandatory for certain companies who fulfill the criteria as mentioned under Sub Section 1 of Section 135 to comply with the provisions of Corporate Social Responsibility and accordingly company had constituted a CSR committee and has also adopted the CSR Policy for the company as approved by the committee.

Since the average of the last three years profit was in negative figures this time i.e. (Rs. 320.59) crores loss, company need not to incur any amount towards CSR in the FY 2017-18.

A responsibility statement of the CSR Committee

The CSR Committee has confirmed that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

44. Whistle Blower Policy of the Company:

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

45. Internal Complaint Committee

Company has a well formulated Policy on Prevention & Redress of Sexual Harassment. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The policy covers all employees, irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. During the year 2017-18, no case of Sexual Harassment was reported. The Company has complied with provision relating to the constitution of internal complain committee under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

46. Reporting of Frauds:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

47. Acknowledgement:

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

For and on behalf of the Board of Directors

Sd/-

Place: Bhubaneswar (Subash Agarwal)

Dated: 10^th August, 2018 Chairman

---

Mar 31, 2016

The Directors have pleasure in presenting before you the 16^th Annual Report of the Company together with Audited Statements of Accounts for the Financial Year ended 31^st March, 2016:

1. Financial Results:

The performance during the period ended 31^st March, 2016 has been as under:

1. Financial Results:

The performance during the period ended 31^st March, 2016 has been as under:

(Rs. In Crores)

Particulars	2015-16	2014-15
Sales	623.30	655.53
Profit before Depreciation, Interest and Tax	207.21	208.99
Less : Depreciation	36.14	36.55
Interest	164.84	166.96
Profit Before Tax	6.23	5.48
Less : Tax Expenses
a) Current Year	1.27	1.10
b) Earlier Year	1.30	0.07
c) Deferred Tax	(1.36)	(1.90)
Profit/Loss After Tax	5.02	6.22
Balance brought forward from previous year	192.62	186.40
Amount Available for Appropriation	197.64	192.62
Appropriations
a) Dividend	-	-
b) Tax on Dividend	-	-
c) Transfer to General Reserve	-	-
Balance Carried to Balance Sheet	197.64	192.62
Earnings per Share (In Rs.) (equity shares of face value of Rs.10)	3.38	4.19

2. Dividend

Your Directors have not recommended any dividend for the financial year ended March 31, 2016.

3. Operating Result :

The turnover of the Company in the year is Rs. 623.30 crore as compared to Rs. 655.53 crores in the previous year. The profit before tax is Rs. 6.23 crores as compared to Rs. 5.48 crores for the previous year.

4. Details of Subsidiary, Joint Venture or Associates

During the year under review no companies except ‘ARSS Bus Terminal Pvt. Limited’, non material subsidiary (ceased to be company’s subsidiary w.e.f. 6th September, 2015) have become or ceased to be company’s subsidiary, joint ventures or associate companies. A report on the company’s subsidiary, joint ventures or associate companies as per companies Act 2013 is provided hereunder:

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / subsidiary / associate	% of shares held/ share in JV	Applicable section
1	ARSS Damoh-Hirapur Tolls Private limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45201OR2011PTC013524	Subsidiary Company	99.82 %	2 (87)
2	ARSS Bus Terminal Private Limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U63031OR2010PTC012372	Transferred its 51% stake to Welspun Enterprises Limited on 6th September, 2015 and ceased to be a subsidiary of our Company		2 (87)
3	ARSS Developers Limited.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	U45209OR2007PLC009201	Associate Company	38.41%	2 (6)
4	NIRAJ-ARSS JV.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAN5116B	Joint Venture	40.00%	2 (6)
5	ARSS-ATLANTA JV.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAQFA8726P	Joint Venture	51.00%	2 (6)
6	ATLANTA-ARSS JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA0048E	Joint Venture	49.00%	2 (6)
7	ARSS-HCIL CONSORTIUM	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAOFA4560D	Joint Venture	60.00%	2 (6)
8	ARSS-TRIVENI JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA1081H	Joint Venture	51.00%	2 (6)
9	PATEL-ARSS JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAP8266E	Joint Venture	49.00%	2 (6)
10	BACKBONE-ARSS JV.	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAB7056Q	Joint Venture	49.00%	2 (6)

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding / subsidiary / associate	% of shares held/ share in JV	Applicable section
11	SOMDATT BUILDERS-ARSSJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AADAS6434L	Joint Venture	49.00%	2 (6)
12	ARSS-ANPR JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA1158M	Joint Venture	51.00%	2 (6)
13	HCIL- ADHIKARYA-ARSSJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEFH3757R	Joint Venture	30.00%	2 (6)
14	ARSS GVR JV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AACAA1049A	Joint Venture	51.00%	2 (6)
15	HCIL-ARSSSPL-TRIVENI JV	113-A, Kamala Nagar, Delhi-110007	AADFH8758B	Joint Venture	30.00%	2 (6)
16	HCIL- KALINDEE-ARSSJV	113-A, Kamala Nagar, Delhi-110007	AAEFH1678M	Joint Venture	30.00%	2 (6)
17	HARISH CHANDRA-ARSSSPLJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAAAH1493H	Joint Venture	49.00%	2 (6)
18	ARSS-MVPLJV	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AABAA1497P	Joint Venture	51.00%	2 (6)
19	ARSS-BALAJI JV	At / PO : Belpahar R.S., Belpahar	AABAB1071G	Joint Venture	30.00%	2 (6)
20	ARSS - SIPS (JV)	129, Transport Centre, Rohtak Road, Punjabi Bagh, New Delhi -110 035	AAEAA3620K	Joint Venture	51.00%	2 (6)
21	ARSS-SCPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA3621J	Joint Venture	51.00%	2 (6)
22	ARSS-BMS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010	AAEAA4835G	Joint Venture	51.00%	2 (6)

5. Consolidated Financial Statements:

Consolidated financial statements in terms of Section 129 (3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and accounting Standard AS 21, issued by the Institute of Chartered Accountants of India and as required by the Listing Agreements with Stock Exchange(s) could not be prepared due to dispute between the company and one of its subsidiary ARSS Bus Terminal Private Limited (previous year). Since this subsidiary company (ABTPL) has ceased to be a subsidiary of the Company w.e.f 6th September, 2015 Company may prepare the consolidated financial statements from the current financial year 2016-17 onwards.

6. Reserve

No amount was proposed to be transferred to general reserve.

7. Operations- Work Orders

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

a. Third Line Work between Rourkela and Jharsuguda Stations (Section II) - Execution of Earthwork in Formation, Construction of Minor Bridges, P. Way Linking Works with Supply of Track Ballast and other related works between Dharuadhi Station yard to Jharsuguda Station Yard from Km: 486.50 to Km: 515.00, with a contract value of Rs.69.33 Crores.

b. Plant Road Network, Phase II” of 3.0 MTPA Integrated Steel Plant of NMDC Limited at Nagarnar, Chattishgarh, India” has been awarded to our Company, with a contract value of Rs.40.42 Crores.

c. Jarapada-Budhapank with flyover at Talcher Road- 3rd & 4th line: Execution of Earth Work, Minor Bridges & Other Allied works (KM 525.133 to KM 483.047 i.e. 35.5 Km- 3rd Line & 42.00 Km- 4th line approx. excluding flyover portion at Talcher Road, with a contract value of Rs.109.27 Crores.

d. Construction of Road Bed, Station Buildings, Passenger Amenities, Minor Bridges, General Electrical works in connection with new BG Rail line from Nuagaon Km 68.300 to Paradeep Km 81.200 on Khurda Road Division of East Coast Railway in the State of Odisha, India (Package 2C), with a contract value of Rs.142.79 Crores.

e. Budhapank-Salegaon Via- Rajathagarh - 3rd &4th line: Execution of earthwork, minor bridges & other allied works (Km: 483.047 to Km. 398.166 i.e 2*85 =170 km approx, with a contract value of Rs.156.85 Crores.

f. Construction of Six lane ROB in lieu of L.C. 70 Sitapura on JP-SWM Railway Line, with a contract value of Rs.8743 Crores.

g. Execution works of package-1 of private railway siding with all Contractor’s materials (except Rails for plain track free of cost) for coal transportation system for Darlipali STPP of NTPC Limited in Sundergarh Dist Odisha State (from Ch. 6.000 to Ch. 12.460- Pkg.1) in Darlipali - Dulanga MGR section, with a contract value of Rs.53.91 Crores.

h. Jagdalpur -Koraput Doubling Project- Execution of Earthwork in formation, Minor bridges, Protection works and other allied works from Km.263.300 to Km.223.500 of Kotpar Road (Excluding) - Charamula kusumi (Including) - Khadapa (Including) - Dhanapur (Including) -Jeypore(Including) - Chatariput (Including) section in connection with KK line doubling of WAT Division, East Coast Railway, with a contract value of Rs.44.04 Crores.

i. Widening to 2-lane from Km 212.700 to Km 253.700 Km and Km 281.700 to Km 311.700 of NH 326 (Erstwhile from km 0/000 to Km 30/000 and from Km 58/0 to Km 99/0 of SH-4) under Vijayawada Ranchi Corridor in the State of Odisha on EPC basis, with a contract value of Rs.148.00 Crores.

j. Widening & Strengthening of Jamujhadi - Basudevpur - Dhamara - Road (S.H.) to 2 - Lane without paved shoulder from 18/800 Km to 22/750 Km & from 27/100 Km to 60/470 Km, with a contract value of Rs. 64.73 Crores.

k. Khurda Road - Bolangir New B.G. Link Project - Execution of Earthwork in formation, Minor bridges and other allied works from Km 80.00 to Km. 93 from Khurda End in between Nayagarh - Nuagaon & Dasapalla of east coast Railway, with a contract value of Rs. 38.45 Crores.

l. Construction of Underpass at rajmahal Square, Bhubaneswar , with a contract value of Rs. 37.10 Crores.

8. Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Company’s Shares are listed.

9. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report as ‘Annexure -A’.

10. Corporate Governance and Shareholders Information:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as prescribed in Schedule V (C) of the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along-with a declaration signed by Managing Director stating that the members of the Board of Directors and Senior Management personnel have affirmed compliance with the respective codes of conduct of the Board of Directors and Senior Management is attached to the report on Corporate Governance. A report on Corporate Governance is included as a part of this Annual Report as ‘Annexure -B’.

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

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

12. Number of Board Meetings:

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

12^th May,2015, 07^th August, 2015, 06^th September,2015, 07^th November,2015 and 12^th February,2016 .

13. Audit Committee

The committee has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point n. 4 of Corporate Governance Report attached with this annual report.

14. Dematerialization of shares:

As on 31^st March, 2016, 99.91% of the company’s paid up Equity Share Capital is in dematerialized form and balance 0.09% is in physical form. The Company’s Registrars are Bigshare Services Private Limited having registered office at E/2, Ansa Industrial Estate, Sakivihar Road, Sakinaka Andheri (E), Mumbai- 400 072.

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

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

16. Auditors:

Statutory Auditors:

As per the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 (the ‘Act’) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 M/s Ajay B Garg, Chartered Accountants, Mumbai, (Membership No. 32538) Statutory Auditors of the Company was appointed for a term of 4 years i.e. till the conclusion of 19^th Annual General Meeting (AGM), which was subject to ratification at every AGM, hold office until the conclusion of ensuing Annual General Meeting.

Cost Auditors:

M/s. Asutosh & Associates, Cost Accountants, Bhubaneswar were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31^st March, 2016 by the Board of Directors pursuant to the Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditors:

M/s. ADP & Associates, Company Secretaries, Bhubaneswar were appointed as Secretarial Auditors of the Company for the financial year 2015-16 by the Board of Directors pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by Company Secretary in Practice (M/s. ADP & Associates, Company Secretaries, Bhubaneswar) is enclosed as a part of this report ‘Annexure-D’. Qualifications or remarks made by the Secretarial Auditor in his Report are self explanatory.

Internal Auditors:

M/s. PR & Associates, Cost Accountants, Bhubaneswar were appointed as Internal Auditors of the Company for the financial year 2016-17 by the Board of Directors pursuant to the Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

17. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors -

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

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

b. In the absence of accounts of Balaji-ARSS (JV) and ARSS-MVPL JV, discrepancies, if any, between the said accounts with that of the Company is not ascertainable.

Company Reply: The Joint Venture has completed the object for which it was formed, No transaction has been entered into during the year. The accounts of the JVs are under the control of respective JV partners i.e. Balaji Engicons Pvt. Ltd. and Mateshweri Vanijya Pvt. Ltd. and the same has not been yet finalized from their end. Hence financial implication for the JV is not quantifiable. However the accounting effects of the discrepancies, if any after the finalization of its accounts will be given at current date.

Secretarial Auditors:

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

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

The following were appointed/ reappointed/ Resigned as Directors /Key Managerial Personnel during the financial year under review:

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1	Mr. Rajesh Agarwal	Managing Director (Position regularized originally appointed on 17th May, 2000)	29th, September, 2015	-
2	Mr. B. K. Makhija	Independent Director (Position regularized originally appointed on 31st March, 2015)	29th, September, 2015	-
3	Mr. K. K. Sharma	Independent Director (Position regularized originally appointed on 4th May, 2015)	29th, September, 2015	-
4	Mr. B. K. Mishra	Nominee Director (Bank of India)	18th July, 2014	7th July, 2015

19. Director’s Responsibility Statement:

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

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

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

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

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code’) is applicable to all its Board Members and Senior Management Personnel of the Company. A Code of Conduct for the Directors and Senior Management Personnel has already been approved by the Board of Directors of the Company. All Board Members and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel have complied with the Code during the financial year 2015-16, duly signed by Managing Director of the Company is herein below enclosed with Corporate Governance Report. The Code has also been posted on the Company’s Web-site.

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

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

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

a. Mr. Subash Agarwal- Chairman- 1: 27.5

b. Mr. Rajesh Agarwal- Managing Director- 1: 25

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

(Increase in the remuneration of Company Secretary w.e.f 1^st October, 2015 after probation only.)

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

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

Total 768 employees as on 31^st March, 2016.

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

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

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

- Variations in the market capitalization of the company: The market capitalization of the company as on 31.03.2016 was Rs. 49.28 crores and as on 31.03.2015 was Rs. 53.36 crores.

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

The Company had come out with initial public offer (IPO) in 2010 with issue price per share of Rs. 450/-. Share price as on March 31, 2016 with NSE is Rs. 33.20/- per share indicating decrease in the market quotation of shares.

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

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

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

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: 0.79: 1

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.

The remuneration paid to employees is as per the remuneration policy of the Company.

As required under the provision of Section 197 (12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, as amended, there was no employees who have drawn salary or appointed under this category during the financial year 2015-16.

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

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

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

The Company has complied with the definition of Independence as per regulation SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.

24. Industrial Relation:

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

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

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

- Safeguarding Assets and their usage.

- Maintenance of Proper Accounting Records and

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

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

26. Annual Evaluation by the Board of Its Own Performance (Including Committees And Individual Directors)

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

27. Independent Directors Meeting

During the year under review, the Independent Directors of the Company met on 2^nd May, 2016, inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

28. Familiarization Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

29. Details of significant and material orders:

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

30. Particulars of Loans, Guarantees or Investments under Section 186

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

31. Particulars of Contracts or Arrangements with Related Parties Referred To In Sub-Section (1) of Section 188 in the Prescribed Form AOC-2

All related party transactions attracting compliance under Section 188 and / or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature.

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

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

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

Corporate Debt Restructuring Cell had communicated its decision regarding exit of ARSS Infrastructure Projects Limited from CDR mechanism vide letter dated 20th May, 2016.

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

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

The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31^st March, 2016.

34. Development and Implementation of Risk Management Policy:

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

35. Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises of one Executive Director & two Independent Directors. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at www.arssgroup. in under CSR Policy link. Since the average profit for the last three years was in negative figures, no CSR activities was performed / undertaken by the company during the year. Though for the financial year 2016-17 company has to mandatorily perform the CSR activities as the average profit for the last year is positive unlike previous year.

36. Whistle Blower Policy of the Company

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

34. Acknowledgement:

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

For and on behalf of the Board of Directors

Sd/-

Place: Bhubaneswar (Subash Agarwal)

Dated: 12^th August, 2016 Chairman

---

Mar 31, 2015

Dear Members,

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

1. Financial Results:

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

(Rs. In Crores)

Particulars 2014-15 2013-14

Sales 655.53 901.42

Profit before Depreciation, Interest 208.99 199.49 and Tax

Less : Depreciation 36.55 34.95

Interest 166.96 163.10

Profit Before Tax 5.48 1.44

Less : Tax Expenses

a) Current Year 1.10 0.30

b) Earlier Year 0.07 -

c) Deferred Tax (1.90) (0.53)

Profit/Loss After Tax 6.22 1.67

Balance brought forward from previous year 186.40 184.73

Amount Available for Appropriation 192.62 186.40

Appropriations

a) Dividend - -

b) Tax on Dividend - -

c) Transfer to General Reserve - -

Balance Carried to Balance Sheet 192.62 186.40

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



2. Operating Result :

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

3. Details of Subsidiary, Joint Venture or Associates

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

4. Consolidated Financial Statements:

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

5. Dividend:

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

6. Reserve

No amount was proposed to be transferred to general reserve.

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

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

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

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

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

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

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

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

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

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

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

8. Listing with stock exchanges:

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

9. Management Discussion and Analysis Report:

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

10. Corporate Governance and Shareholders Information:

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

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

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

12. Number of Board Meetings:

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

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

13. Audit Committee

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

14. Dematerialization of shares:

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

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

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

16. Auditors:

Statutory Auditors:

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

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

Cost Auditors:

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

Secretarial Auditors:

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

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

Internal Auditors:

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

17. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors -

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

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

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

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

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

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

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

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

Secretarial Auditors:

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

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

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

S . Name Designation No.

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

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

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

4 Ms. Alka Khemka Company Secretary & Compliance Officer

5 Ms. Rima Dhawan Women Independent Director

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

7 Mr. S. K. Pattanaik Chief Financial Officer

8 Mr. B. K. Makhija Independent Director

S . Name Date of Appointment Date of Resignation No.

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

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

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

4 Ms. Alka Khemka 1st November, 2014 -

5 Ms. Rima Dhawan 17th December, 2014 -

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

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

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

19. Director's Responsibility Statement:

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

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

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

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

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

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

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

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

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

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

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

Total 806 employees as on 31st March, 2015.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23. Industrial Relation:

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

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

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

* Safeguarding Assets and their usage.

* Maintenance of Proper Accounting Records and

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

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

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

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

26. Details of significant and material orders:

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

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

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

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

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

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

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

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

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

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

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

31. Development and Implementation of Risk Management Policy:

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

32. Corporate Social Responsibility

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

33. Whistle Blower Policy of the Company

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

34. Acknowledgement:

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

For and on behalf of the Board of Directors

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

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Mar 31, 2014

Dear Members,

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

1. Financial Highlights :

(Rs. In Crores)

Particulars 2013-14 2012-13

Sales & Other Income 901.42 770.98

Profit before Depreciation, Interest and Tax 199.49 109.40

Less : Depreciation 34.95 35.60

Interest 163.10 133.81

Profit Before Tax 1.44 (60.01) Less : Tax Expenses

a) Current Year 0.30 -

b) Earlier Year - -

c) Deferred Tax (0.53) 4.56

Profit/Loss After Tax 1.67 (64.59)

Balance brought forward from previous year - -

Amount Available for Appropriation - -

Appropriations

a) Dividend - -

b) Tax on Dividend - -

c) Transfer to General Reserve - -

Balance Carried to Balance Sheet - -

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

2. Operating Result :

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

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

3. Consolidated Financial Statements:

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

4. Dividend:

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

5. Order Book:

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

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

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

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

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

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

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

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

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

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

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

6. Auditors:

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

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

7. Report of Auditors:

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

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

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

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

Our Reply-

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

8. Directors:

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

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

9. Particulars of Employees:

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

10. Responsibility Statement:

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

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

ii) that the Directors have selected such Accounting Policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date.

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

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

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

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

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

12. Public Deposits:

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

13. Corporate Governance:

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

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

14. Industrial Relation:

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

15. Corporate Debt Restructuring (CDR):

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

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

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

17. Acknowledgement:

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

For and on behalf of the Board of Directors

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

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Mar 31, 2013

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

1. Financial Highlights :

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

Sales & Other Income 770.98 1198.58

Proft before Depreciation, Interest and Tax 109.40 176.16

Less : Depreciation 35.60 37.91

Interest 133.81 162.08

Proft Before Tax (60.01) (23.82)

Less : Tax Expenses

a) Current Year

b) Earlier Year

c) Deferred Tax 4.56 57.80

Proft/Loss After Tax (64.59) (29.61)

Balance brought forward from previous year

Amount Available for Appropriation

Appropriations

a) Dividend

b) Tax on Dividend

c) Transfer to General Reserve

Balance Carried to Balance Sheet

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

(equity shares of face value of Rs. 10)

2. Operating Result :

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

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

3. Consolidated Financial Statements:

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

4. Dividend:

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

5. Order Book:

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

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

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

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

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

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

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

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

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

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

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

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

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

6. Auditors:

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

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

7. Report of Auditors:

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

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

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

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

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

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

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

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

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

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

8. Directors:

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

9. Particulars of Employees:

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

10. Responsibility Statement:

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

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

ii) that the Directors have selected such Accounting Policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the proft of the Company for the year ended on that date.

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

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

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

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

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

12. Public Deposits:

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

13. Corporate Governance:

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

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

14. Industrial Relation:

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

15. Acknowledgement:

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

For and on behalf of the Board of Directors

Place : Bhubaneswar (Subash Agarwal)

Dated : The 11th day of May, 2013 Chairman

---

Mar 31, 2012

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

1. FINANCIAL HIGHLIGHTS

(Rs. In crores)

Particulars 2011-12 2010-11

Sales & Other Income 1198.58 1257.47

Profit before Depreciation, Interest and Tax 176.16 279.22

Less : Depreciation 37.91 28.22

Interest 162.08 99.03

Profit Before Tax (23.82) 151.97

Less : Tax Expenses

a) Current Year - 30.23

b) Earlier Year - -

c) Deferred Tax 5.79 9.57

Profit/Loss After Tax (29.61) 112.17

Balance brought forward from previous year - 169.97

Amount Available for Appropriation - 282.14

Appropriations

a) Dividend - 1.48

b) Tax on Dividend - 0.24

c) Transfer to General Reserve - 1.48

Balance Carried to Balance Sheet - 278.93

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

2. OPERATING RESULT

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

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

3. CONSOLIDATED FINANCIAL STATEMENTS

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

4. DIVIDEND

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

5. ORDER BOOK

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

a) Construction, rehabilitation and widening of Cuttack

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. AUDITORS

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

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

7. REPORT OF AUDITORS

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

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

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

8. DIRECTORS

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

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

9. PARTICULARS OF EMPLOYEES

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

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

1 Subash Agarwal Executive B. Com 47 Chairman

2 Rajesh Agarwal Managing B.E. Civil 37 Director

3 Sunil Agarwal President & CEO B.Com 36

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

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

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

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

8 Balvir Singh Executive Vice BE Civil 49 President Civil

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

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

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

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

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

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

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

16 Malay Sarkar Project Manager B.E. Civil 55

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

Subash Agarwal 05/11/2007 21 15.00

Rajesh Agarwal 01/10/2006 16 14.00

Sunil Agarwal 01/04/2005 13 3.00

Anil Agarwal 01/04/2006 17 3.00

S K Pattanaik 01/04/2005 18 2.50

S K Singla 01/07/2006 18 3.50

M K Banerjee 11/07/2011 36 4.75

Balvir Singh 27/04/2011 27 3.00

C J Soni 16/12/2010 30 3.00

Jitu Mishra 11/05/2011 15 2.50

P Mithivanan 16/06/2011 38 2.00

M P S Yadav 04/11/2011 23 2.25

H K Gupta 14/12/2011 27 2.20

Abdul Aziz 1/02/2011 19 2.00

B K Sahoo 07/11/2006 43 2.10

Malay Sarkar 28/11/2008 55 2.00

10. RESPONSIBILITY STATEMENT

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

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

ii) that the Directors have selected such Accounting Policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit and Loss of the Company for the year ended on that date.

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

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

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

U/S 217 (1) (e)

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

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

12. PUBLIC DEPOSITS

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

13. CORPORATE GOVERNANCE

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

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

14. INDUSTRIAL RELATION

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

15. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

(Subash Agarwal)

Chairman

Place : Bhubaneswar

Dated : The 14th day of May, 2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Eleventh Annual Report together with the Audited Accounts of the Company for the financial year ending 31st March, 2011.

1. Financial Highlights

(Rs. in crores)

Particulars 2010-11 2009-10

Sales & Other Income 1257.47 1013.09

Profit before Depreciation, Interest and Tax 279.22 187.70

Less : Depreciation 28.22 13.54

Interest 99.03 53.07

Profit Before Tax 151.97 121.09

Less : Tax Expenses

a) Current Year 30.23 25.33

b) Earlier Year - -

c) Deferred Tax 9.57 5.68

Profit After Tax 112.17 90.07

Balance brought forward from previous year 169.97 86.34

Amount Available for Appropriation 282.14 176.42

Appropriations

a) Dividend 1.48 2.96

b) Tax on Dividend 0.24 0.54

c) Transfer to General Reserve 1.48 2.96

Balance Carried to Balance Sheet 278.93 169.97

Earning per Share (In Rs.) 75.57 70.48 (equity shares of face value of Rs. 10)

2. Result of Operation

During the year, your Company has scaled new heights and several new benchmarks in terms of revenue and asset base has been created. Total revenue for the year was Rs. 1257.47 crores against Rs. 1013.09 crores in the previous year showing an increase by 24.12%.

Profit after tax for the year was Rs. 112.17 crores as against Rs. 90.07 crores for the previous year showing an increase by 24.53%.

3. Order Book

Your Company has an order book of more than Rs. 3,221 crores, which includes the following major works:

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

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

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

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

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

f) Construction for widening and strengthening of existing carriageway to two lanes for Berhampur to Taptapani (Km 0/0 to Km 41/0 of SH-17) Orissa, with a contract Value of Rs. 81.97 crores

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

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

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

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

k) Widening & Reconstruction of Package-1, Shahdol- Singhpur-Turla Pandariya Road (SH-9) under Regular Contract with a contract value of Rs. 99.90 crores

4. Auditors

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

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

5. Report of Auditors

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

Profit from HCIL-Adhikaria- ARSSPL JV has been ascertained on the basis of Provisional Accounts as on 31.03.2011 and also for earlier years instead of audited accounts, which is not in accordance with Accounting Standard – 27, "Financial Reporting of Interest in Joint Ventures" issued by The Institute of Chartered Accountants of India.

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

6. Dividend

Your Directors propose to recommend a dividend of Rs. 1/- per equity share (last year Rs. 2/- per equity share) for the financial year ending March 31, 2011, amounting to Rs. 148.43 lacs (Excluding of dividend tax of Rs. 24.08 lacs). The lower rate of dividend than previous year is due to owing to deployment of more internal earnings in the working capital requirement of the company.

7. Directors

During the year Mr. S.R. Chaudhuri and Mr. S.C.Chakraborty have resigned w.e.f 07.02.2011 due to their other pre occupations. D r. Bidhubhusan Samal retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Brief resumes of Dr. Bidhubhusan Samal proposed to be reappointed, nature of his experience and names of the companies in which he holds directorship and membership are provided in the Notice for convening the Annual General Meeting.

8. Particulars of Employees

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

Sl.Name of the Designation Qualification Age Date of Experi -ence Gross No person in Joining (No of Remuneration years years) (Rs.)

1 Subash Agarwal Executive Chairman B. Com 46 05/11/ 2007 20 1,50,00,000

2 Rajesh Agarwal Managing Director B.E. Civil 36 01/10/ 2006 15 90,00,000

3 Sunil Agarwal President & CEO B.com 35 01/04/ 2005 12 34,80,000

4 Anil Agarwal Sr. VP & COO B.com 42 01/04/ 2006 16 34,80,000

5 S. K. Singla VP & Project Head B. Tech, Civil 47 01/07/ 2006 17 42,00,000

6 C.J. Soni Sr. Vice President D.C.E 51 16/12/ 2010 30 10,50,000

9. Responsibility Statement

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

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

ii) that the Directors have selected such Accounting Policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date

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

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

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

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

The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31st March, 2011.

11. Public Deposits

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

12. Corporate Governance

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

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

13. Industrial Relation

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

14. Acknowledgement

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

For and on behalf of the Board of Directors

Place: Bhubaneswar Subash Agarwal

Dated: The 11th day of May, 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the Tenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

1. Financial Highlights:

(Rs. in Crores) Particulars 2009-10 2008-09 Sales & Other Income 1,013.09 628.24 Proft before Depreciation, Interest and Tax 187.70 104.96

Less : Depreciation 13.54 7.35

Interest 53.07 27.02

Proft Before Tax 121.09 70.59 Less : Tax Expenses a) Current Year 25.33 15.49

b) Earlier Year - 1.02

c) Deferred Tax 5.68 3.71

d) Fringe Beneft - 0.26 Proft After Tax 90.07 50.09 Balance brought forward from previous year 86.34 40.23 Amount Available for Appropriation 176.42 90.31 Appropriations a) Dividend 2.97 1.25

b) Tax on Dividend 0.51 0.21

c) Transfer to General Reserve 2.97 2.50 Balance Carried to Balance Sheet 169.97 86.34 Earning per Share (in Rs.) 70.48 39.90 (equity shares of face value of Rs. 10)

2. Result of Operation:

During the year, your Company has scaled new heights and achieved new benchmarks for creation of revenue and asset base. The total revenue for the year was Rs. 1,013.09 Crore against Rs. 628.24 Crores in the previous year.

Proft after tax for the year was Rs. 90.07 Crores as against Rs. 50.09 Crores for the previous year.

3. Order Book:

Your Company has an order book of more than Rs. 2,700 crore, which includes the following major works:

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

b) Construction of Rail Infrastructure facility for transportation of coal from Naila Railway Station to proposed site of 2*500 MW of CSPGCL for Marwa TPP for Package-III with a Contract value of Rs. 41.54 Crores.

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

d) Civil Engineering work including P.way works in connection with construction of new BG Railway line from New Maynaguri (West Bengal) to Jogighopa (Assam), with a contract value of Rs. 53.68 Crores.

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

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

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

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

i) Construction for widening and strengthening of existing carriageway to two lanes for Berhampur to Taptapani (Km 0/0 to Km 41/0 of SH-17) Orissa, with a contract value of Rs. 81.97 Crores.

4. Initial Public Offer:

The Company during the year for meeting its working capital requirements came out with an Initial Public Offer of 22,89,230 equity shares of Rs. 10/- each for cash with a premium of Rs. 440/- each aggregating Rs. 103.00 Crores.

The Company received clearance from the SEBI on 14th December, 2009 and from ROC on 28th January, 2010 for its IPO. The IPO opened on 8th February, 2010 and closed on 11th February, 2010. The IPO received an overwhelming response and was oversubscribed by more than 51 times. The shares got listed on 3rd March, 2010 at Rs. 640/- per share at BSE.

5. Auditors:

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

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

6. Report of Auditors:

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

a) Provision of Rs. 30.51 lacs on account of retirement gratuity has been made on adhoc basis in the absence of actuarial valuation. The process is expected to be completed. The Company has also created a Trust for the employees to implement the gratuity scheme and an amount of Rs. 15.62 lacs has been deposited as part premium to SBI Life Insurance Co. Ltd. Moreover, there are few employees who have completed 5 years of continuous service with the Company thereby reducing the total retirement beneft liabilities and the provisions made in this regard are adequate.

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

7. Dividend:

Your Directors have declared a dividend (interim) of Rs. 2/- per equity share (last year Rs. 1/- per equity share) for the fnancial year ended March 31,2010, amounting to Rs. 347.31 Lacs (inclusive of dividend tax of Rs. 50.45 lacs) which was the highest ever payout by the Company.

The Board of Directors has considered the interim dividend declared as the fnal dividend for the fnancial year ended March 31,2010.

8. Directors:

Mr. S. R. Chaudhuri and Mr. S.C. Parija retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

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

9. Particulars of Employees:

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

Sl Name of the Designation Quali- Age Date of no. person fication in Joining years 1. Subash Agarwal Executive Chairman B. Com 45 05/11/2007 2. Rajesh Agarwal Managing Director B.E., Civil 37 01/10/2006 3. Sunil Agarwal President & CEO B. Com 34 01/04/2005 4. Anil Agarwal Sr. VP & COO B.Com 41 01/04/2006 5. S. K. Singla VP & Project Head B.Tech,Civil46 01/07/2006 6. P. P. Biswas Project Director B.E., Civil 64 01/04/2008

Sl Name of the Experience Gross no. person (No. of years) Remuneration (Rs.) 1. Subash Agarwal 19 1,20,00,000 2. Rajesh Agarwal 14 60,00,000 3. Sunil Agarwal 11 41,47,000 4. Anil Agarwal 15 41,47,000 5. S. K. Singla 16 50,35,000 6. P. P. Biswas 38 25,20,600

10. Responsibility Statement:

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

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

ii) the Directors have selected such Accounting Policies and applied them consistently. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the Company’s state of affairs as on 31st March, 2010 and of the proft of the Company for the year ended on that date.

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

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

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

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

The Company has neither earned any income nor incurred any expenditure in foreign currency during the year ended 31st March, 2010.

12. Public Deposits:

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

13. Corporate Governance:

The Company adopted best ethical business practices within the regulatory framework which is the essence of good corporate governance. Importantly, good corporate governance calls for accountability of the persons who are the helm of affairs of the Company and it also brings benefts to all stakeholders of the Company such as investors, customers, employees and the society at large. Your Company continues to believe in such business practices and has been extremely transparent in providing reliable fnancial information in all its business transactions and ensuring strict compliance of all applicable laws.

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

14. Industrial Relation:

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

15. Acknowledgement:

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

For and on behalf of the Board of Directors Place: Tirupati Subash Agarwal Dated: 27th April, 2010 Chairman

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Mar 31, 2009

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

1. FINANCIAL REPORTS

Rs. in crores

2008-09 2007-08

Revenue 624.38 313.67

Profit before Depreciation, Interest & Tax 104.96 51.21

Less: Depreciation 7.35 3.95

Less: Interest 27.02 9.42

Profit Before Tax 70.59 37.84

Less: Income Tax For current year 19.48 10.48

(including provision for Deferred Tax and Fringe Benefit Tax)

For earlier years 1.03 0.27

Profit After Tax 50.09 27.10

Surplus Brought Forward 40.23 14.91

Profit Available for Appropriation 90.31 42.01

Transfer to General Reserve 2.50 0.31

Utilisation on Bonus issue Dividend & Dividend Tax 1.47 1.47

Surplus Carried Forward 86.34 40.23

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

2. OPERATIONS

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

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

3. ORDER BOOK

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

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

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

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

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

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

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

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

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

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

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

4. IPO

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

5. AUDITORS

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

6. REPORT OF AUDITORS

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

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

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

7. DIVIDEND

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

8. DIRECTORS

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

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

9. PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

Mr. Subas Agarwal 18 05/11/2007

Mr. Rajesh Agarwal 13 01/10/2006

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

10. RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

12. PUBLIC DEPOSITS

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

13. CORPORATE GOVERNANCE

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

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

14. INDUSTRIAL RELATION

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

15. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Place: Bhubaneswar (Subash Agarwal)

Dated: The 8th day of May, 2009 Chairman

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Mar 31, 2008

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

Rs. in lacs

1. FINANCIAL REPORTS

2007-08 2006-07

Revenue 3,15,50.32 1,33,83.21

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

Less: Depreciation 395.01 175.10

Less: Interest 941.63 375.59

Profit Before Tax 3,784.03 1,399.26

Less: For current year Income Tax 1,047.66 451.82

(including provision for Deferred Tax and Fringe Benefit Tax)

For earlier years 26.58 -

Profit After Tax 2,709.79 947.45

Surplus Brought Forward 1,491.32 771.93

Profit Available for Appropriation 4,201.10 1,719.38

Transfer to General Reserve 31.39 -

Utilisation on Bonus issue - 228.06

Dividend & Dividend Tax 146.88 -

Surplus Carried Forward 4,022.84 1,491.32

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

2. OPERATIONS

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

3. PROJECTS UNDER IMPLEMENTATION

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

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

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

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

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

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

4. IPO

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

5. PREFERENTIAL ISSUE

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

6. AUDITORS

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

7. DIVIDEND

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

8. DIRECTORS

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

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

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

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

9. PARTICULARS OF EMPLOYEES

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

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

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

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

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

Mr. Subash Agarwal 17 05/11/2007 Nil

Mr. Rajesh Agarwal 12 01/10/2006 Nil

10. RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

12. PUBLIC DEPOSITS

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

13. AUDIT COMMITTEE

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

The Committee consists of 3 members:

i. Mr. Swarup Chandra Parija (Chairman)

ii. Dr.BidhubhusanSamal

iii. Mr.SujitRanjanChaudhuri

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

14. SHAREHOLDERS GRIEVANCE COMMITTEE

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

The Committee consists of 3 members:

i. Dr.BidhubhusanSamal (Chairman)

ii. Mr.SujitRanjanChaudhuri

iii. Mr. Dipak Kumar Dey

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

15. CORPORATE GOVERNANCE

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

16. INDUSTRIAL RELATION

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

17. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Place: Bhubaneswar (Subash Agarwal)

Dated: The 5th day of May, 2008 Chairman

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Mar 31, 2007

The Board of Directors pleased to present herewith the 7th Annual Report on the activities of your Company, together with the Audited Accounts for the Financial Year 2006-2007.

1. Operating Result

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

(Rs. in lakhs)

For the year For the year Ended Ended 31.03.07 31.03.06 (Rs. in lacs) (Rs. in lacs)

Profit/(Loss) for the year after meeting all expenses 1574.36 544.55 But before providing for depreciation and tax

Depreciation for the year 175.10 116.03

Profit / (Loss) for the year 1399.26 428.52

Less : Provision for Income Tax 347.03 95.93

Less/ADD : Deferred Tax 31.94 4.39

: Fringe benefit tax 5.58 2.31

Profit/(Loss) after Tax 1014.71 325.88

Add : Profit brought forward from Previous year 771.93 245.69

Less : Adjustment of tax of previous year 67.26 0.11

ADD : Depreciation written off - 200.46

Balance of profit/(Loss) carried forward to next year account 1719.38 771.93

2. Performance & Highlights

Your company has completed yet another significant year, one in which it has sustained and consolidated its position in the industry, amidst flux in every segment of the business environment, notwithstanding the fact that the overall trading volume this year 2006-2007 (including other income) has been Rs.134 Crores as compared to Rs. 61 Crores (including other income) in the financial year 2005-06, Your company earned a profit before tax (after interest and depreciation) of Rs. 14.00 Crores as against Rs. 4.29 Crores in the previous year.

The year 2006-2007 was a year of reinforcement, securitizing our future. We began preparations keeping market developments in mind. Then we moved on to what needed to be addressed within our organizational periphery and what could be the outcome. And so the year 2006-2007 has led to a phase of wherein we will see ARSS move from Better among the best. In the coming years we hope to make that quantum leap that we have planned. The anticipation is there and so is the preparation. We already have a fair visibility.

The ARSS group has laid out big expansion plans in the infrastructure sector. It has set up four crusher plants in Tapang, (old plant), Tapang (New plant) - Dist. Khurda, Chadeihera (Dist. Dhenkanal), Bhanjanagar (Dist. Ganjam) and one Bleaching plant at Balugaon (Dist. Khurda) in the State of Orissa.

India has been witnessing phenomenal growth and all set to become a world power in the next two decades. There is an accelerating boom in the infrastructure sector, especially road, power, steel, and bridge work, jetty work industrial plant and other works. Indian infrastructure needs to match with those of the developed nations. What has been achieved till date is just drop of ocean the real boom is yet to come.

The ARSS group is keen to participate in this growth phase and utilize its experience and strengths. The GROUP’s vision is to be a large respected player in the infrastructure development sector by creation of integrated facilities in the country.

3. Statement pursuant to section 217(2A) of the companies Act 1956 read with the companies (particulars of employees) rules 1975 and forming part of the directors report for the year ended 31st March 2007.

During the financial year 2006-07 two such employees were in respect of gross remuneration in excess of Rs.24.00 lacs per annum or Rs.2.00 lacs per month was employed either for full or part of the year as per Section-217 (2A) of the Companies Act, 1956 read with the companies (Particular of Employees) Rules, 1975.

Sl. Name and Age in Designation Remuneration No qualification Years received

1. Mr. Rajesh 34 Managing 29,70,000 Agarwal Director

2. Mr. Sunil 32 Whole time 28,50,000 Agarwal Director

Name and Experience Date of Share qualification (No of years) commence holding ment of % employment

Mr. Rajesh 10 01-10-2006 5.48 Agarwal

Mr. Sunil 6 01-10-2006 3.31 Agarwal

4. Auditors

The Auditors, Messers P.A. & Associates, Chartered Accountants, retire at the next Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956. The Members are requested to appoint Auditors for the current year at the Annual General Meeting and to authorize the Board of Directors to fix their remuneration to be mutually agreed upon between the Board and the Auditors.

5. Dividend

With a view to conserve the liquid resources and to strengthen the company’s activities, The director have decided to written the internal accruals and therefore do not recommend any dividend for the financial year 2006-2007.

6. Responsibility Statement

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

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

ii) That the Directors has selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 2006- 2007 and of the profit of and loss of the company for that period.

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

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

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

Information Pursuant To Section 217(1) (e) of the Companies Act 1956 Read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.

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

During the financial year 2006-2007 the company has not hired any technology whatsoever. The company has neither earned nor incurred any expenditure in foreign exchange during the financial year 2006-2007.

8. Public Deposits :

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

9. Board of Diectors :

The Board of Directors of the company comprises;

1. Mr. Rajesh Agarwal Chairman cum - Managing Director

2. Mr. Sunil Agarwal Whole time Director

3. Mr. Soumendra Keshari Pattanaik Whole time Director

4. Mr. Shiv Kumar Singla Non executive Director

5. Mr. Bajrang Lal Aggarwal Non executive Director

6. Mr. Sudhendu Sekhar Chakraborty Non executive Director

7. Mr. Deven Jitendra Mehta Non executive Director

In accordance with the Articles of Association of the company Mr. Shiv Kumar Singla retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Mr. Deven Jitendra Mehta was appointed as Additional Director of the Company w.e.f. 26th July, 2007 upto the conclusion of the ensuing Annual General Meeting. The company has received a notice under section 257(1) of the companies act 1956, in writing from a member proposing the candidature of Mr. Deven Jitendra Mehta for the office of director liable to retire by rotation along with the deposit of Rs. 500/- as prescribed under the section.

Your Board of Directors have a primary role of trusteeship to protect and enhance shareholder value through strategic supervision of the Company by providing direction and exercising the appropriate control. Your Board includes eminent professionals who have excelled in their respective areas of specialization and comprises professionals drawn from management, financial and other fields.

The Board consists of a total of seven Directors of which three are Whole-time Directors and four are non whole time and independent Directors. The non whole time Directors are professionals with expertise and experience in general corporate management, finance, banking and other allied fields. The company’s philosophy of governance is aimed at assisting the top management in the efficient conduct of its business and fulfilling its obligations towards the government, its shareholders, employees and its stakeholders, guided by a strong emphasis on transparency, accountability and integrity.

Over the years, the company has shown a high level of commitment towards effective governance and has maintained high business ethics. The Company believes that its operations and actions must serve the underling goal of enhancing the interest of its stakeholders over a sustained period of time in a socially responsible way.

Your Board believes that corporate governance is a powerful medium of sub-serving the long term interests of its stakeholders for the attainment of transparency, accountability and equity in all facets of its operations by enhancing and sustaining its corporate vale through growth and innovation. Towards this end, the Board has adopted the following policies and principles concerning its composition, deliberations, performance and other related areas.

10. Audit Committee

As required under Section 292A of the Companies Act, 1956, the Board Constituted an Audit Committee on 26th June, 2007. The Committee consists of three Directors out of which two Directors are non-executive. The role and terms of reference of the Audit Committee cover the areas under Section 292A of the Companies Act, 1956.

The composition of Audit Committee of the Board is given below : Name of the Member Status

1. Mr. Soumendra Keshari Pattanaik Director (Finance)

2. Mr. Shiv Kumar Singla Non executive Director

3. Mr. Bajrang Lal Aggarwal Non executive Director

11. Board Procedure

The Annual calendar of meetings is agreed upon at the beginning of each year. The meetings are governed by a detailed agenda. All major issues included in the agenda are backed up by comprehensive background information to enable the Board to take informed decisions. The agenda papers, containing detailed notes on various agenda items and other information, which would enable the Board to discharge its responsibility effectively, is circulated in advance to the Directors. The Managing Director briefs the Board at every meeting on the overall performance of the Company.

(A) Decision Making Process :

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

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

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

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

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

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

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

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

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

(D) Follow-up mechanism.

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

(E) Compliance.

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

(F) Financial Year

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

ACKNOWLEDGEMENT

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

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

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

For and on behalf of the Board of Directors

(Chairman & Managing Director) Place : Bhubaneswar Dated : 26-07-2007

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Mar 31, 2006

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

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

1. Operating Result :

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

(Rs. in lakhs)

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

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

But before providing for depreciation

Depreciation for the year 116.03 148.78

Profit / (Loss) for the year 428.51 170.13

Less : Provision for Income Tax 95.93 50.55

Less/ADD : Deferred Tax 4.39 12.70

: Fringe benefit tax 2.31

Profit/(Loss) after Tax 325.88 106.88

Add : Profit brought forward from Previous year 245.69 139.01

Less : Adjustment of tax of previous year 0.11 0.20

ADD : Depreciation written off 200.46

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

2. Performance & Highlights

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

3. Particulars of the Employees

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

4. Auditors

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

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

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

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

5. Dividend

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

6. Responsibility statement

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

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

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

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

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

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

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

8. Public Deposits :

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

ACKNOWLEDGEMENT

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

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

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

For and on behalf of the Board of Directors

Sd/-

( Chairman & Managing Director)

Place : Bhubaneswar Dated : 02-09-2006

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Mar 31, 2005

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

1. Operating Result

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

(Rs. in lakhs)

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

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

Depreciation for the year 148.78 75.44

Profit / (Loss) for the year 170.13 88.10

Less : Provision for Income Tax 50.55 24.81

Less : Deferred Tax 12.70 6.63

Profit / (Loss) after Tax 106.88 56.66

Add : Profit brought forward from Previous year 139.01 82.36

Less : Adjustment of tax of previous year 0.20 -

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

2. Performance & Highlights

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

3. Particulars of the Employees

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

4. Auditors & Auditors Report :

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

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

5. Human Resource

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

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

6. Dividend

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

7. Responsibility Statement

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

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

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

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

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

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

(1) Pertaining to conservation of energy and technology

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

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

(2) Foreign exchange earning and Outgo

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

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

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

9. Public Deposits;

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

10. Board of Directors :

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

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

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

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

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

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

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

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

11. Board Procedure

(A) Decision Making Process;

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

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

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

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

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

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

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

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

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

(D) Follow-up mechanism

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

(E) Compliance

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

(F) Financial Year

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

ACKNOWLEDGMENT

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

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

For and on behalf of the Board of Directors

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