Directors Report of Premier Energy and Infrastructure Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements of your
Company for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Gross Income	216.05	501.34	215.56	501.34
Profit / (Loss) before interest & depreciation	(8.91)	(22.96)	61.41	44.80
Finance Charges	16.59	9.78	16.50	0.01
Depreciation	0.03	-	0.03	-
Net Profit / (Loss) before tax	(7.71)	(32.74)	44.88	44.79
Tax expenses	(28.31)	6.59	(28.31)	-
Net profit after tax	20.60	(39.33)	73.19	44.79
Other Comprehensive income	(0.91)	(0.20)	(0.91)	(0.20)
Total Comprehensive income	21.50	(39.13)	74.10	44.99

OPERATIONS AND PERFORMANCE:

During the financial year under review, the Standalone
Income is Rs.215.56 lacs as compared to Rs.501.34 lacs
in the previous year, while the Consolidated income for the
year under review stands at Rs. 216.05 lacs as against Rs.
501.34 lacs in the previous year. Standalone profit for the
current year was Rs. 73.19 lacs as compared to the profit of
Rs. 44.79 lacs in the previous year, while the Consolidated
Profit for the current year was Rs.20.60 lacs as compared
to loss of Rs. 39.33 lacs in the previous year.

BUSINESS HIGHLIGHTS

The suspension of Trading in Equity Shares of the company
was revoked by BSE in November 2024. The company
has entered into an MOU with Dismutase Biotech Private
Limited who have a Project to extract proteins from Blood
Plasm and the company. The company has other plans
to inorganically GROW THE COMPANY BY Merger /
Acquisition going forward.

DIVIDEND AND GENERAL RESERVE

The Company has not recommended any dividend for the
financial year 2024-25. The Company has not transferred
any amount to the general reserve.

SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31^st
March, 2025 was Rs. 413,500,600/During the year under

review, the Company has not issued shares with differential
voting rights or granted stock options or sweat equity shares.

The Board of Directors at their meeting held on 27.01.2025
has proposed to increase the authorized share capital of
the company to facilitate the issue of shares for Company’s
future funding requirements.

Subject to the approval of the Shareholders at the ensuing
Annual General Meeting, approved the proposal for
increasing the Authorised Capital of the Company from
Rs.44,15,00,000/- (Rupees Forty Four crores and fifteen
Lakhs only) divided into 4,41,50,000 (Four crore forty one
lakh and fifty thousand) Equity Shares of Rs.10/- (Rupees
Ten only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores
only) divided into 5,00,00,000 (Five Crores) Equity Shares
of Rs.10/- (Rupees Ten only) each.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered
under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not extended any loans, guarantees
nor made any investments covered under the provisions
of Section 186 of the Companies Act, 2013 during the
year.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The company has adequate internal control systems
commensurate within its size and nature of business. The
Management has overall responsibility for the Company''s
internal control system to safeguard the assets, usage of
resources, compliance with applicable laws & regulations
and to ensure reliability of financial records. The Company
has also in place, adequate Internal Financial Controls with
reference to Financial Statements. During the year, such
controls were tested and no reportable material weaknesses
or inefficacy or inadequacy in the design or operation were
observed.

SUBSIDIARY COMPANIES

As at 31^st March, 2025, your Company had a total of 2
subsidiaries and 2 step down subsidiaries. The details of
the same are enclosed as Annexure 2. The details are
given below:

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES
(I) Subsidiaries:

i) RCI POWER LIMITED

ii) RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind
Farm is being developed. Further, RCI Power Limited has
two subsidiaries. The Companies have given the land held
by them on a lease for 25 years.

Particulars	RCI Power Ltd	RCI Power (AP) Ltd
	2024-25	2024-25
Sales & Other Income	-	-
Equity Capital	1500.00	5.00
Reserves & Surplus	4946.16	832.80
Earnings per share	(0.32)	(7.16)

Step down Subsidiaries

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Particulars	RCI Wind Farm (30MW) Pvt Ltd	RCI Wind Farm (50MW) Pvt Ltd
	2024-25	2024-25
Sales & Other Income	-	-
Equity Capital	1.00	1.00
Reserves & Surplus	(6.56)	(5.80)
Earnings per share	(5.62)	(0.75)

RISK MANAGEMENT

The Company has a Risk Management policy which
systematically evaluates the business risks, operational
control and policy compliance associated with its business
through its risk document, on an ongoing basis. The Board
apprised the risk document and the mitigation plans at the
Board meeting.

DIRECTORS

During the year under review, there were changes to the
Board of Directors. Mrs. Sharadha G (DIN: 08398179),
Director of the Company resigned from the Board w.e.f
6^th May, 2024. Ms. R. Amurthavalli (DIN: 07136986) was
appointed as Additional Director of the Company with effect
from 23^rd July, 2024 and subsequently appointed as Director
in the Annual General Meeting held on 28^th September,
2024. Mr. K N Narayanan (DIN: 01543391) retired from
the position of Independent Director of the Company with
effect from 29^th September, 2024. Mr. G. Ramachandran
(DIN: 10802960) was appointed as an Additional
(Independent) Director with effect from 17th October, 2024
and regularized by way of Shareholders approval via postal
ballot dated 11^th January, 2025.

Further the term of Mr. M. Narayanamurthi (DIN: 00332455),
Managing Director, is due to expire on June 30, 2025.
The Nomination and Remuneration Committee (“NRC”),
after due evaluation of his performance, experience,
and contribution to the Company, has recommended
his re-appointment for a further term of three (3) years
commencing from July 1,2025 to June 30, 2028, not liable
to retire by rotation.

The Board based on the recommendation of Nomination
and Remuneration Committee has approved the re¬
appointment of Mr. Narayanamurthi as Managing Director
of the Company for a period of 3 years commencing from
1^st July, 2025 to 30^th June, 2028.

The above appointment is subject to the approval of
shareholders at the ensuing Annual General Meeting.

Further details are provided in the Corporate
Governance Report

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and 203
of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the following have been designated as Key Managerial
Personnel of the Company as on 31^st March, 2025:

Mr. M. Narayanamurthi - Managing Director

Mr. A. Sriram - Chief Financial Officer

Mr. A.V. Ramalingam - Company Secretary

No changes have been made in the Key Managerial
Personnel and the Company is in compliance with the
required provisions of the Act and Listing Regulations.

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3)(p) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance,
the directors individually as well as evaluation of the working
of its Audit Committee, Nomination and Remuneration
Committee, and Stakeholders Relationship Committee.
The manner in which the evaluation has been carried out
is explained in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

On their appointment, Independent Directors are familiarized
about the Company’s business and operations. Interactions
with senior executives are facilitated to gather insight specific
to the Company’s operations. Detailed presentations are
made available to apprise about Company’s history, current
business plan and strategies. The details of familiarization
programmes are disclosed on the website of the Company
https://premierenergy.in/policies/.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors (IDs), have submitted the
declaration of independence, as required pursuant to
section 149(7) of the Act, confirming that they meet the
criteria of independence as provided in section 149(6) of the
Act. In the opinion of the board, the IDs fulfill the conditions
specified in the Act and the rules made there under for
appointment as IDs including the integrity, expertise and
experience and further confirm that they are independent of
the management. The IDs of the company have registered
their names with the data bank of IDs and have completed
their online proficiency selfDassessment test as per the
timeline notified by the Ministry of Corporate Affairs (MCA).

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013,
the Board on the recommendations of the Nomination and
Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
other employees and their remuneration. The details
of the Remuneration Policy are stated in the Corporate
Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The Board had met Nine (9) times during the financial year
ended 31^st March, 2025 on the following dates 11.05.2024,

30.05.2024, 23.07.2024, 14.08.2024, 29.08.2024,

17.10.2024, 13.11.2024, 27.01.2025 and 24.03.2025. The
details of the said meetings are given in the Corporate
Governance Report. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts for the
year ended 31^st March, 2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures, if any;

b. that the directors had selected such accounting policies
as mentioned in Note No: 1 of the Financial Statements
and applied them consistently and 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 31^st March, 2025 and of the Profit of the
Company for the year ended on that date;

c. that 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. that the directors had prepared the annual accounts on
a going concern basis;

e. that the directors had laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively.

f. that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the
financial year were in the ordinary course of business and on
an arm''s length basis. There were no materially significant
related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with
the interest of the Company at large. None of the Directors
has any pecuniary relationships or transactions vis-a-vis the
Company other than reimbursement of expenses incurred,
if any, for attending the Board meeting. The Related Party
Transactions are placed before the Audit Committee for
review and approval as per the terms of the Policy for
dealing with Related Parties. The statement containing
the nature and value of the transactions entered into
during the quarter is presented at every Audit Committee
by the CFO for the review and approval of the Committee.
Further, transactions proposed in subsequent quarter are
also presented. Besides, the Related Party Transactions
are also reviewed by the Board on an annual basis. The
details of the Related Party Transactions are also provided
in the accompanying financial statements. There are
no contracts or arrangements entered into with Related
Parties during the year ended 31^st March, 2025 to be
reported under section 188(1). The policy on dealing with
Related Parties as approved by the Board is uploaded and
is available on the Company''s website at the following link
https://premierenergy.in/policies/

The From AOC 2 is enclosed as Annexure II.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMER MADE BY THE STATUTORY AUDITORS
AND THE PRACTISING COMPANY SECRETARY IN
THEIR REPORT

The explanations/comments made by the Board relating to
qualification, reservations or adverse remarks made by the
Practising Company Secretary in their respective reports
are furnished below:

QUALIFICATIONS OF SECRETARIAL AUDITOR:

The following qualifications has been mentioned in
the report

The Company had one director as independent director
during the period from 30th September, 2024 to 16th
October, 2024 in Audit Committee, Nomination and
Remuneration Committee violating the provisions of Section
177 and Section 178 of Companies Act 2013 and Rule 4
of Companies (Meeting of Board and its powers) Rules,
2014 respectively. However, Company had appointed a
new Independent Director Mr. G Ramachandran with effect
from 17^th October, 2024 bringing adequacy in composition
of Committees.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the
financial position of the Company has occurred between the
end of the financial year 2025 and the date of this report.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee constituted by the Board pursuant to
Section 177 of the Companies Act, 2013, consists of the
following members and the committee met 7 times during
the year and details of which are given in the Corporate
Governance report.

Name of the Member	Designation
Ramamoorthy Iyer Swaminathan	Chairman
M. Narayanamurthi	Member
G. Ramachandran	Member

The Board has accepted the recommendations of the Audit
Committee and there were no instances of deviation from
such recommendations during the financial year under
review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance
of provisions of Section 177(10) of the Companies Act, 2013
for Directors and employees to report genuine concerns or
grievances to the Audit Committee in this regard and details
whereof are available on the Company’s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the
Board has constituted a Nomination and Remuneration
Committee consisting of the following members and the
committee met twice during the year and details of which
are given in the Corporate Governance report.

Name of the Member	Designation
Ramamoorthy Iyer Swaminathan	Chairman
R. Amurthavalli	Member
G. Ramachandran	Member

The said committee has been empowered and authorized
to exercise powers as entrusted under the provisions of
Section 178 of the Companies Act, 2013. The Company has
laid out and is following the policy on director’s 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 of the Companies Act, 2013. Policy on Criteria for Board
Nomination and Remuneration is available in the website

of the Company under the link https://premierenergy.in/wp-
content/uploads/2019/03/2.-Board-Nomination-Criteria.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the
Company has constituted a Stakeholders Relationship
Committee consisting of the following members and the
committee met once during the year.

Name of the Member	Designation
Ramamoorthy Iyer Swaminathan	Chairman
M. Narayanamurthi	Member
R. Amurthavalli	Member
G. Ramachandran	Member

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria specified under
Section 135(1) of the Companies Act, 2013, consequently,
the provisions pertaining to Corporate Social Responsibility
shall not be applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS

The company has not received any significant and material
orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s
operations in future.

STATUTORY AUDITORS

M/s. R Sundararajan & Associates, Chartered Accountants,
(Firm Registration No. 008282S), were appointed as
Statutory Auditors of the Company at the 32^nd Annual
General Meeting held on September 29, 2024 for a
period of 5 years commencing form the conclusion of
32^nd Annual General Meeting till the conclusion of
37^th Annual General Meeting to be held in the year 2029.
The firm has consented and confirmed that the appointment
is within the limit specified under Section 141(3)(g) of the
Companies Act, 2013. The Statutory Auditors have also
confirmed that they are not disqualified to be appointed as
such in terms of the proviso to Section 139(1), 141(2) and
141(3) of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014.

The Audit Report of R Sundararajan & Associates on the
Financial Statements of the Company for the Financial
Year 2024-25 is a part of Annual Report. The notes on the
financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
There are no qualifications, reservations, adverse remarks
or disclaimers by the statutory auditors in their report.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. Srinidhi
Sridharan & Associates, Company Secretaries, conducted
the Secretarial Audit of the company for the financial year
2024-25. The Secretarial Audit Report provided by the
Secretarial Auditor, in Form No. MR-3, is annexed to this
Report as “Annexure- IV”.

In compliance with the aforementioned provisions, the
Secretarial Audit Report of the material subsidiary of the
Company, i.e., RCI Power Limited, for the financial year
2024-25, is also annexed to this Report as “Annexure- V”.

Based on the recommendation of the Board at its meeting
held on 27th May, 2025, M/s. Sridharan & Sridharan
Associates, Company Secretaries, is proposed to be
appointed as the Secretarial Auditors of the Company to
hold office for a term of five consecutive years from the
conclusion of ensuing 33rd Annual General Meeting (‘AGM’)
till the conclusion of 38th AGM of the Company to be held
in the Year 2030, subject to the approval of shareholders
as per the SEBI, (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) read
with Section 204 of the Act and Rules thereunder.

INTERNAL AUDITOR

The Company regularly monitors the effectiveness of its
internal control systems. For the financial year 2024-25,
Mr. V. S. Saptharishi, Chartered Accountant, have been
appointed as the Internal Auditor of the Company. Mr. V. S.
Saptharishi will be responsible for auditing specific locations
and processes, evaluating the adequacy and effectiveness
of the Company''s internal control systems, and reviewing
the Company’s operations as per an internal audit plan duly
approved by the Audit Committee.

The recommendations of the Internal Auditor on
improvements in the operating procedures and control
systems for strengthening the operating procedures will be
presented periodically to the Audit Committee.

During the year under review, the Internal Auditor has
not reported any matter under Section 143(12) of the
Companies Act, 2013. Therefore, no details are required to
be disclosed under Section 134(3)(ca) of the Act.

COST AUDITOR

The Company is not required to appoint cost auditor as per
Section 148 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting
the business details, is attached and forms part of this
report.

CORPORATE GOVERNANCE

All material information was circulated to the directors before
the meeting or placed at the meeting, including minimum
information required to be made available to the Board as
prescribed under Part A of Schedule II of Sub- Regulation
7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a Report on Corporate
Governance along with a Certificate from the M/s Srinidhi
Sridharan & Associates, Company Secretaries, confirming
the compliance with the conditions of Corporate Governance
as stipulated under Part E of Schedule V of Sub- Regulation
34(3) of the Listing Regulations is attached to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy.

The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25:-
No. of complaints received - Nil
No. of complaints disposed off - Not Applicable

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has no activities, relating to conservation
of energy or technology absorption and foreign exchange
earnings and outgo during the year under review.

ANNUAL RETURN

The details forming part of the annual return in the
prescribed form MGT-7 as per Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available
at the website of Company: http://www.premierenergy.in//
Inv AnnualReports.html.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standard
on Meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median
of employees’ remuneration as per Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is annexed as annexure III.

FRAUDS REPORTED BY AUDITOR

There were no instances of frauds reported by the auditor
under section 143(12) of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
prepared in accordance with Section 129(3) of the
Companies Act, 2013 and relevant Accounting Standards
(AS) viz. AS 21, AS 23 and AS 27 issued by the Institute
of Chartered Accountants of India form part of this Annual
Report. Further, a statement containing the salient features
of the financial statement of the subsidiary in the prescribed
format AOC-1 is appended to the Directors Report as
Annexure I. The statement also provides the details of
performance and financial position of the subsidiary.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during
the financial year under review.

GENERAL

The Company has not issued any equity shares with
differential voting rights or sweat equity shares during the
financial year under review.

OTHER STATUTORY DISCLOSURES

• There are no applications made or proceedings
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

• The Company has not entered into one time
settlement with any Bank or Financial Institutions during the
year. Hence, disclosure pertaining to difference between
amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan is not
applicable.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the Shareholders, employees
and all concerned for their continued support.

For and on behalf of the Board
M NARAYANAMURTHI

Place : Chennai DIN:00332455

Date : 27.05.2025 Managing Director

---

Mar 31, 2024

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Gross Income	501.34	1429.95	501.34	1429.44
Profit / (Loss) before interest & depreciation	(22.97)	627.80	44.80	657.81
Finance Charges	9.77	4.74	0.01	-
Depreciation	-	-	-	-
Net Profit / (Loss) before tax	(32.74)	623.06	44.79	657.81
Tax expenses	(6.59)	-	-	-
Net profit after tax	(39.33)	623.06	44.79	657.81
Other Comprehensive income	(0.20)	(0.09)	(0.20)	0.09
Total Comprehensive income	(39.13)	623.15	44.99	657.90

OPERATIONS AND PERFORMANCE:

During the financial year under review, the Standalone Income is Rs. 501.34 lacs as compared to Rs. 1429.44 lacs in the previous year, while the Consolidated income for the year under review stands at Rs. 501.34 lacs as against Rs. 1429.95 lacs in the previous year. Standalone profit for the current year was Rs. 44.79 lacs as compared to the profit of Rs. 657.81 lacs in the previous year, while the Consolidated Loss for the current year was Rs. 39.33 lacs as compared to profit of Rs. 623.06 lacs in the previous year.

BUSINESS HIGHLIGHTS

Throughout the year, the company faced liquidity constraints that prevented any business activity. However, the company is actively seeking new business opportunities for the financial year 2024-25.

DIVIDEND AND GENERAL RESERVE

In view of the accumulated losses, no dividend is recommended for the financial year 2023-24. The Company has not transferred any amount to the general reserve.

SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31^st March, 2024 was Rs. 413,500,600/-. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or sweat equity shares.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate internal control systems commensurate within its size and nature of business. The Management has overall responsibility for the Company’s internal control system to safeguard the assets, usage of resources, compliance with applicable laws & regulations and to ensure reliability of financial records. The Company has also in place, adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses or inefficacy or inadequacy in the design or operation were observed.

SUBSIDIARY COMPANIES

As at 31^st March, 2024, your Company had a total of 2 subsidiaries and 2 step down subsidiaries. The details of

the same are enclosed as Annexure 2. The details are given below:

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES (I) Subsidiaries:

i) RCI POWER LIMITED

ii) RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind Farm is being developed. Further, RCI Power Limited has two subsidiaries. The Companies have given the land held by them on a lease for 25 years.

Rs. in lacs
Particulars	RCI Power Ltd	RCI Power (AP) Ltd
	2023-24	2023-24
Sales & Other Income	-	-
Equity Capital	1500	5.00
Reserves & Surplus	4994.53	836.38
Earnings per share	(0.46)	(27.06)

Step down Subsidiaries

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Rs. in lacs
Particulars	RCI Wind Farm (30MW) Pvt Ltd	RCI Wind Farm (50MW) Pvt Ltd
	2023-24	2023-24
Sales & Other Income	-	-
Equity Capital	1.00	1.00
Reserves & Surplus	(6.00)	(5.72)
Earnings per share	(6.13)	(4.57)

RISK MANAGEMENT

The Company has a Risk Management policy which systematically evaluates the business risks, operational control and policy compliance associated with its business through its risk document, on an ongoing basis. The Board apprised the risk document and the mitigation plans at the Board meeting.

DIRECTORS

During the year under review, there were changes to the Board of Directors. Mr. Ramamoorthy Iyer Swaminathan (DIN: 02052310) was appointed as an Additional Director of the Company with effect from 14^th October, 2023 and

subsequently appointed as an Independent Director of the Company for a period of five years, effective from 14^th October, 2023 to 13^th October, 2028. Mr. K. Raman (DIN: 02982911), who served as Non-Executive Director of the Company, resigned from the Board with effect from the closure of business hours on 14th October, 2023.

Subsequently with effect from 06/05/2024 Ms. Gunti Sharadha has resigned as Non-executive Non-Independent director of the Company.

Further details are provided in the Corporate Governance Report

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of the Company as on 31^st March, 2024:

Mr. A. Sriram - Chief Financial Officer Mr. A.V. Ramalingam - Company Secretary

No changes have been made in the Key Managerial Personnel and the Company is in compliance with the required provisions of the Act and Listing Regulations.

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company’s business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company’s operations. Detailed presentations are made available to apprise about Company’s history, current business plan and strategies. The details of familiarization programmes are disclosed on the website of the Company https://premierenergy.in/policies/.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors (IDs), have submitted the declaration of independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of independence as provided in section 149(6) of the

Act. In the opinion of the board, the IDs fulfill the conditions specified in the Act and the rules made there under for appointment as IDs including the integrity, expertise and experience and further confirm that they are independent of the management. The IDs of the company have registered their names with the data bank of IDs and have completed their online proficiency selfDassessment test as per the timeline notified by the Ministry of Corporate Affairs (MCA).

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The Board had met Six (6) times during the financial year ended 31^st March, 2024. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected such accounting policies as mentioned in Note No: 1 of the Financial Statements and applied them consistently and 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 31^st March, 2024 and of the Loss of the Company for the year ended on that date;

c. that 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. that the directors had prepared the annual accounts on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and were operating effectively.

f. that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than reimbursement of expenses incurred, if any, for attending the Board meeting. The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. The statement containing the nature and value of the transactions entered into during the quarter is presented at every Audit Committee by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are also provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31^st March, 2024 to be reported under section 188(1). The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company’s website at the following link https:// premierenergy.in/policies/

The From AOC 2 is enclosed as Annexure 2

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORT

The explanations/comments made by the Board relating to qualification, reservations or adverse remarks made by the Statutory Auditors and the Practising Company Secretary in their respective reports are furnished below:

a) QUALIFICATIONS OF STATUTORY AUDITORS

With regard to unconfirmed balance outstanding: The company has obtained confirmations from major parties. Only confirmation to be received is for the amount of Rs. 31.97 lacs pertaining to one party which will be closed or confirmation obtained in the ensuring year.

With regard to the qualification with reference to Note 33 of the standalone financial results and Note 32 of the Consolidated Financial Results: Though the company’s current liabilities exceeded its net realisable current assets, the company is in the process of relisting the shares in BSE for which necessary application has been submitted to BSE for restoration of trading. The company is looking for new business opportunities, including promoting low-cost housing projects, which will be finalised in the year 2024-25. Considering these and financial commitment of the promoter group, the management has prepared the financial statements by applying the “Going Concern” assumption.

b) QUALIFICATIONS OF SECRETARIAL AUDITORS

With regard to appointment of independent director, the company has appointed Mr. Swaminathan as Independent Director and has also been inducted in Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The company has been reclassified from Delisting Category to Suspended Category. BSE Limited is currently permitting the Company to disseminate filings through BSE Listing Center to comply with SEBI Regulations and the company is filling all the disclosures.

The compliances which the company was unable to do in the BSE Site due to Delisting is now, after the shifting of Category from Delisting to Suspended Category, is able to file all the disclosures in BSE Website.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year 2024 and the date of this report.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee constituted by the Board pursuant to Section 177 of the Companies Act, 2013, consists of the following members and the committee met 4 times during the year:

Name of the Member	Designation
K N Narayanan	Chairman
Ramamoorthy Iyer	Member
M Narayanamurthi	Member

The Board has accepted the recommendations of the Audit Committee and there were no instances of deviation from

such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company’s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members and the committee met once during the year.

Name of the Member	Designation
K N Narayanan	Chairman
Ramamoorthy Iyer	Member
Gunti Sharadha	Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has laid out and is following the policy on director’s 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 of the Companies Act, 2013. Policy on Criteria for Board Nomination and Remuneration is available in the website of the Company under the link http://www.premierenergy.in/policies.html

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee consisting of the following members and the committee met once during the year.

Name of the Member	Designation
Ramamoorthy Iyer	Chairman
K N Narayanan	Member
Gunti Sharadha	Member

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the losses incurred by the Company during the two out of the three previous financial years and average of three years net profit being negative, the requirement on spending or conducting meetings under the Corporate Social Responsibility Policy as per Section 135 of the Companies Act, 2013 is not applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

STATUTORY AUDITORS

The Members of the Company, at its 28th Annual General Meeting held on 27th December, 2020, appointed A N Jambunathan & Co, Chartered Accountants (Membership No. 001250S), as the Statutory Auditors of the Company to hold office from the conclusion of the 28th AGM until the conclusion of the 33rd Annual General Meeting. However, A N Jambunathan & Co, Chartered Accountants, have submitted their resignation by a letter dated 22^nd August, 2024, resulting in a casual vacancy in the office of Statutory Auditor as envisaged by Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act,

2013, and based on the recommendation of the Audit Committee at its meeting held on 29th August, 2024, the Board of Directors has appointed R Sundararajan & Associates, Chartered Accountants, Chennai (Firm Registration No. 008282S), to fill the casual vacancy caused by the resignation of A N Jambunathan & Co. R Sundararajan & Associates will hold office as the Statutory Auditor of the Company until the conclusion of the 32nd Annual General Meeting, subject to the approval of the Members at this meeting. Their remuneration will be determined by the Board of Directors, based on the recommendation of the Audit Committee, excluding out-of-pocket expenses and applicable taxes.

Additionally, the Board of Directors, at its meeting held on August 29, 2024, had previously recommended the appointment of R Sundararajan & Associates, Chartered Accountants, for a term of five years, from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting to be held in the year 2029. This recommendation is made pursuant to Section 139 and other applicable provisions of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules,

2014. Their remuneration for this extended term will also be determined by the Board, based on the recommendation of the Audit Committee, excluding out-of-pocket expenses and applicable taxes.

The Company has received consent letters and eligibility certificates from R Sundararajan & Associates to act as Statutory Auditors in place of A N Jambunathan & Co, along with a confirmation that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013.

None of the Directors, Key Managerial Personnel, and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolutions.

The Board accordingly recommends the Ordinary Resolutions set out in the Notice for the appointment of R Sundararajan & Associates as Statutory Auditors to fill the casual vacancy and for their appointment for a five-year term for approval by the Members.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Srinidhi Sridharan & Associates, Company Secretaries, conducted the Secretarial Audit of the company for the financial year 2023-24. The Secretarial Audit Report provided by the Secretarial Auditor, in Form No. MR-3, is annexed to this Report as “Annexure- IV”.

In compliance with the aforementioned provisions, the Secretarial Audit Report of the material subsidiary of the Company, i.e., RCI Power Limited, for the financial year 2023-24, is also annexed to this Report as “Annexure- V”.

INTERNAL AUDITOR

The Company regularly monitors the effectiveness of its internal control systems. For the financial year 2023-2024, the services of Mr. V. S. Saptharishi, Chartered Accountant, have been appointed as the Internal Auditor of the Company with effect from 14th November, 2023. Mr. V. S. Saptharishi will be responsible for auditing specific locations and processes, evaluating the adequacy and effectiveness of the Company’s internal control systems, and reviewing the Company’s operations as per an internal audit plan duly approved by the Audit Committee.

The recommendations of the Internal Auditor on improvements in the operating procedures and control systems for strengthening the operating procedures will be presented periodically to the Audit Committee.

During the year under review, the Internal Auditor has not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE

All material information was circulated to the directors before the meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 a Report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:-

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities, relating to conservation of energy or technology absorption and foreign exchange earnings and outgo during the year under review.

ANNUAL RETURN

The details forming part of the annual return in the prescribed form MGT-7 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at the website of Company:

http://http://www.premierenergy.in//Inv AnnualReports.html SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this report.

FRAUDS REPORTED BY AUDITOR

There were no instances of frauds reported by the auditor under section 143(12) of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with Section 129(3) of the Companies Act, 2013 and relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC-1 is appended to the Directors Report. The statement also provides the details of performance and financial position of the subsidiary.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company’s shares are presently listed on BSE Ltd. BSE had suspended the trading of the company’s shares for non-payment of penalty. However, the Company has paid the penalty and has received an order dated August 11,2023 to set aside the suspension order from Securities Appellate Tribunal. The Company has filed an application for Revocation of suspension, which is pending with BSE Limited. BSE Limited is currently permitting the Company to disseminate filings through BSE Listing Center to comply with SEBI Regulations.

GENERAL

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the financial year under review.

OTHER STATUTORY DISCLOSURES

• There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• The Company has not entered into one time settlement with any Bank or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the Shareholders, employees and all concerned for their continued support.

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Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2016.

FINANCIAL RESULTS (Rs. in Lacs)

	Consolidated		Standalone
	2015-2016	2014-2015	2015-2016	2014-2015
Gross Income	322.03	8295.79	402.02	3197.98
Profit before interest and depreciation	(154.90)	1449.57	181.32	321.59
Finance charges	216.46	1356.97	159.66	101.21
Provision for depreciation	255.87	192.99	1.60	1.29
Net Profit before tax	(627.23)	(100.39)	20.06	219.09
Provision for tax	40.57	(178.24)	6.44	(202.90)
Net Profit after tax	(667.80)	77.85	13.62	421.99
Minority Interest	369.81	(214.16)	-	-
Surplus carried to Balance Sheet after adjustment of depreciation	(297.99)	292.01	13.62	421.99

OPERATIONS AND PERFORMANCE:

The Consolidated Sales for the year under review stands at Rs. 322.04 lacs as against Rs. 8295.79 lacs in the previous year. While the Standalone Turnover for the year is Rs.402.02 lacs as compared to Rs. 3197.98 lacs in the previous year. With potential for infrastructure projects increasing, the construction business will see a boost in the current year and coming years.

BUSINESS HIGHLIGHTS

The Company is in the process of looking for some big projects.

DIVIDEND

Considering the significant expansion plans and implementation of the same, your Company requires substantial investments and hence the Board of Directors finds it prudent not to recommend any dividend for the year ended 31st March, 2016. The company has not transferred any amount to the general reserve.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31^st March, 2016 was Rs. 413,500,600. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or sweat equity shares.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate internal control systems commensurate within its size and nature of business. The Management has overall responsibility for the Company’s internal control system to safeguard the assets, usage of resources, compliance with applicable laws & regulations and to ensure reliability of financial records. Apart from Internal Audit function which scrutinizes all the financial transactions, there are also processes laid down, leading to CFO/CEO certification to Board on the adequacy of

Internal Financial Controls as well as internal controls over financial reporting.

SUBSIDIARY COMPANIES

As at 31st March, 2016, your Company had a total of 3 subsidiaries and 2 step down subsidiaries. The following are the details of the subsidiaries, step down subsidiaries of your Company.

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES

i) EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED:- EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2015-16 are as under:

Rs. in lacs

Particulars	2015-16
Sales & Other Income	140.07
Equity Capital	1202.41
Reserves & Surplus	2123.95
Earnings per share	(179)

ii) RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind Farm is being developed. Further, RCI Power Limited has two subsidiaries. The Companies have given the land held by them on a lease for 25 years.

Rs. in lacs

Particulars	RCI Wind Farm Ltd	RCI Wind Farm (AP) Ltd
	2015-16	201516
Sales & Other Income	147.51	34.15
Equity Capital	1500.00	5.00
Reserves & Surplus	4866.88	796.87
Earnings per share	0.33	22.92

Step down Subsidiaries

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Particulars	RCI Wind Farm (30MW) Pvt Ltd	RCI Wind Farm (50MW) Pvt Ltd
	2015-16	2015-16
Sales & Other Income	-	-
Equity Capital	1.00	1.00
Reserves & Surplus	(2.19)	(2.15)
Earnings per share	(4.05)	(4.58)

RISK MANAGEMENT

Your Company has a robust Risk Management policy. The Company through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company’s official website.

REAPPOINTMENT OF RETIRING DIRECTOR

Based on the recommendation of Nomination and Remuneration Committee and approved of the Board, Mr. Vikram Mankal (DIN:03097118), retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 at the forth coming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS

APPOINTMENT OF DIRECTOR

During the year, Mr. M Narayanamurthi (DIN:00332455) was appointed as an additional Director of the Company at the Board Meeting held on 13^th November, 2015 and he will hold office till the conclusion of the 24^th AGM. He was also appointed by the Board of Directors as Managing Director for a period of 2 years with effect from, 13^th November, 2015 subject to the approval of the members at the ensuing Annual General Meeting. The approval of the members for the proposed appointments is being sought at the ensuing annual general meeting.

Ms. R. Kohila (DIN:00966622) was appointed as an Additional Director of the Company on 13th November,

2015. On the recommendation of the Nomination & Remuneration Committee and with the approval of the Board, Ms. R. Kohila (DIN:00966622) is proposed to be appointed as an Independent Director for a period of 5 years with effect from 13th November, 2015 and necessary resolution seeking the approval of the members for her appointment is included in the Notice convening the Annual General Meeting. She is not liable to retire by rotation.

RESIGNATION OF DIRECTOR

During the year Mr. S Krishnan, Managing Director resigned from the company with effect from 12.09.2015.

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programmes for Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company www.premierenergy.in

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration.

The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The Board had met Six (6) times during the Financial year ended 31^st March, 2016 on 25.04.2015, 30.05.2015, 21.08.2015, 30.09.2015, 13.11.2015 and 13.02.2016. The Audit Committee had met Four (4) times on 30.05.2015, 14.08.2015, 13.11.2015 and 13.02.2016. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected such accounting policies as mentioned in Note No:1 of the Financial Statements and applied them consistently and 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 March 31, 2016 and of the loss of the Company for the year ended on that date;

c. that 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. that the directors had prepared the annual accounts on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than reimbursement of expenses incurred, if any, for attending the Board meeting. The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. The statement containing the nature and value of the transactions entered into during the quarter is presented at every Audit Committee by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are also provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March 2016 to be reported under section 188(1). The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company’s website at the following link. http://www.Premierenergy.in.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORT The explanations/comments made by the Board relating to qualification, reservations or adverse remarks made by the Statutory Auditors and the Practising Company Secretary in their respective reports are furnished below:

QUALIFICATIONS OF STATUTORY AUDITORS

Regarding the qualification with reference to Note 10(iv)(a) to Standalone Financial Statements and Note 13(ii)(a) to Consolidated Financial Statement: The company, Haldia Coke & Chemicals Limited has accumulated losses and its Net worth is fully eroded as at 31^st March, 2016. However, the promoters of the said company propose to initiate certain restructuring plans in the coming years. Also, the overall business prospects combined with the restructuring efforts are expected to yield results in the near term. Hence the decline in investments due to the losses incurred by the said company is considered temporary in nature and accordingly no diminution in value is considered.

Regarding qualification in adopting unaudited financial statements of Emas Engineers & Contractors Private Limited: The audit could not be completed due to various reasons for the said company. Based on the discussions with the respective management, we do not foresee any material impacts arising out of audit in the financial statement of the said company.

Regarding the qualification with reference to Note 12 and 23(a) in standalone financial statements and Note 16(ii) & 28 in consolidated financial statements: The company has transferred the land at Door No. 62 & 63, Luz Church Road, Chennai to inventory as it intends to develop the land for business purposes. The registration charges will be borne by the ultimate buyers. Hence there will not be any liability on account of registration to the company.

Regarding the qualification with reference to Note 22 in standalone financial statements and Note 27 in consolidated financial statements: Confirmation of balances has not been received from parties in respect of certain out standings. In the opinion of the management, the amounts stated in the Balance sheet are fully receivable / payable.

Regarding Note 11(ii) in respect of loans to the company’s subsidiary (Emas Engineers & Contractors Private Limited) which have exceeded the subsidiary’s Net worth: Emas is having considerable infrastructure and its current order books position show an optimistic trend. Despite the enforcement of security by Bank, the company is confident of recovering the entire amounts due.

Regarding the qualification with reference to Note 31 in standalone financial statements and Note 37 in consolidated financial statements: The company has plans to expand its business and involve in new activities, it is the right thing to apply going concern concept.

QUALIFICATIONS OF SECRETARIAL AUDITORS

In view of the exodus of employees in the organisation and poor performance of the company and also in the absence of Company Secretary and Compliance Officer, the Company was not able to comply with some of the statutory filings.

However, the Company will comply with the required statutory formalities from the Financial Year 2016-2017.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, during the year, the Audit Committee was reconstituted by the Board of Directors which consists of the following members:

Name of the Member	Designation
R. Ramakrishnan	Chairman
M. Narayanamurthi	Member
K.N. Narayanan	Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company’s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, during the year, the Board had reconstituted the Nomination and Remuneration Committee consisting of the following members:

Name of the Member	Designation
R. Ramakrishnan	Chairman
M. Narayanamurthi	Member
Vikram Mankal	Member
K.N. Narayanan	Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has laid out and is following the policy on director’s 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 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration is available in the website of the Company under the link http://www.premierenergy.in/policies.html

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee

Name of the Member	Designation
R. Ramakrishnan	Chairman
M. Narayanamurthi	Member
Vikram Mankal	Member
K.N. Narayanan	Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company’s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy. The CSR Policy of the Company is uploaded in the website of the Company, http://www.Premierenergy.in.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

The Company is in the process of indentifying good projects for CSR activities.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1^st December, 2015.

AUDITORS

M/s. S.H. Bhandari & Co, Chartered Accountants, Chennai bearing Firm Registration No. 000438S was appointed as Statutory Auditors of the Company to hold office from the conclusion of 22^nd Annual General Meeting until the conclusion of 27^th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting held after 22nd Annual General Meeting of the Company. The Board of Directors based on the recommendation of Audit Committee proposes the appointment of M/s. S.H Bhandari & Co as Statutory Auditors of the Company to hold office from the conclusion of Twenty Fourth Annual General Meeting till the conclusion of Twenty Fifth Annual General Meeting of the Company subject to the approval and ratification by the members at 24^th Annual General Meeting. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re-appointment as Auditors of the Company. And pursuant to the Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Messrs R Sridharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE

All material information was circulated to the directors before the meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub Regulation 7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities, relating to conservation of energy or technology absorption and foreign exchange earnings and outgo during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in the prescribed form MGT 9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

On behalf of the Board

M. NARAYANA MURTHI

Place : Chennai (DIN: 00332455

Date : 21^st August, 2016 Managing Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

The performance highlights of the Company for the year are summarized below :

(Rs. in Lacs)

Consolidated

2014-2015 2013-2014

Gross Income 8295.79 14642.90

Profit before interest and depreciation 1452.30 2724.56

Finance charges 1359.70 1454.76

Provision for depreciation 192.99 293.74

Net Profit before tax (100.39) 976.08

Provision for tax 178.24 299.24

Net Profit after tax 77.85 676.84

Minority Interest (214.16) 42.42

Balance of Profit brought forward 292.01 634.42

Surplus carried to Balance Sheet after adjustment of depreciation 292.01 634.42

Standalone

2014-2015 2013-2014 Gross Income 3197.98 3392.51 Profit before interest and depreciation 324.31 652.95 Finance charges 103.93 56.39 Provision for depreciation 1.29 1.36 Net Profit before tax 219.09 591.19 Provision for tax (202.90) 181.99 Net Profit after tax 421.99 413.20 Minority Interest - - Balance of Profit brought forward 421.99 413.20 Surplus carried to Balance Sheet after adjustment of depreciation 421.99 413.20

OPERATIONS AND PERFORMANCE:

The Consolidated Sales for the year under review stands at Rs. 8295.79 lacs as against Rs. 14642.90 lacs in the previous year. While the Standalone Turnover for the year is Rs. 3197.98 lacs as compared to Rs. 3392.51 lacs in the previous year.

Business Highlights:

The Company is in the process of finalizing some big projects.

The company is also negotiating a big project in Srilanka and two big projects in Bangalore and Hyderabad. The Company has finalized a joint development project in old Mahalipuram road in Chennai.

DIVIDEND

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors finds it prudent not to recommend any dividend for the year ended 31st March, 2015. The company has not transferred any amount to the general reserve.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31st March, 2015 was Rs. 413,500,600. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or sweat equity shares.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

ADEQUACY OF INTERNAL CONTROLS

The company has adequate internal control systems commensurate within its size and nature of business. The Management has overall responsibility for the Company''s internal control system to safeguard the assets, usage of resources, compliance with applicable laws & regulations and to ensure reliability of financial records.

SUBSIDIARY COMPANIES

As at 31st March, 2015, your Company had a total of 3 subsidiaries and 2 step down subsidiaries. The following are the details of the subsidiaries, step down subsidiaries of your Company.

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES

i) EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2014-15 are as under:

Rs. in lacs

Particulars 2014-15

Sales & Other Income 615.98

Equity Capital 1202.41

Reserves & Surplus 2865.05

Earnings per share (3.57)

ii) RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind Farm is being developed. Further, RCI Power Limited has two subsidiaries. The Company has given the land held by them on a lease for 25 years.

Rs. In lacs

Particulars RCI Wind Farm Ltd RCI Wind Farm (AP) Ltd 2014-15 2014-15

Sales & Other Income 89.76 15.38

Equity Capital 1500.00 500.00

Reserves & Surplus 4814.31 785.41

Earnings per share 0.50 4.07

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Risk Management

Your Company has a robust Risk Management policy, The Company through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company''s official website.

REAPPOINTMENT OF RETIRING DIRECTOR

Mr. Vikram Mankal (DIN:03097118), retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 at the forth coming Annual General Meeting and being eligible offers himself for re-appointment. As required under clause 49 of the Listing Agreement, a brief resume, expertise and details of other directorships of Mr. Vikram Mankal are annexed to the Notice convening the 23rd Annual General Meeting of the Company.

APPOINTMENT OF DIRECTOR

During the year, Mr. Krishnan (DIN: 00583985) was appointed as additional of the Company at the Board Meeting held on 25th April, 2015 and he will hold office till the date of the 23rd AGM. He was also appointed by the Board of Directors as Managing Director for a period of 3 years with effect from April, 25th 2015. The approval of the members for the proposed appointments is being sought at the ensuing annual general meeting.

RESIGNATION OF DIRECTORS

During the year, Mrs. Sucharitha Parthasarathy (DIN: 00942913) and Mr. Malka Komaraiah (DIN: 00170121) Directors had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 31st December, 2014 and 31st March, 2015 respectively. Mr. Vikram Mankal (DIN:03097118) had resigned from the Board from the capacity of Managing Director and the same was accepted by the Board with effect from the close of business hours on 31st March, 2015.

The Directors place on record their grateful appreciation of the valuable services rendered by the aforesaid Directors and Managing Director during their tenure of office as Directors.

KEY MANAGERIAL PERSONNEL

Mr. S. Krishnan, Managing Director, Mr. A. Sriram, Chief Financial Officer and Mrs. V. Sriramalakshmi, Company Secretary are the Key managerial Personnel of the company as per Section 203 of the Companies Act, 2013.

EVALUATION OF BOARD''S PERFORMANCE

As per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The Board had met (6) times during the financial year ended 31st March 2015, on 13th May, 2014, 06th September, 2014, 14th November, 2014, 31st December, 2014, 14th February, 2015 and 31st March, 2015. Except on 31st December, 2014 and 31st March, 2015, the Audit Committee had also met on the same dates. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors had selected such accounting policies as mentioned in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(c) that 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) that the annual accounts for the year ended 31st March, 2015 have been prepared on a ''going concern'' basis;

(e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company meet with the criteria of Independence laid down in Section 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than reimbursement of expenses incurred, if any, for attending the Board meeting.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every Audit Committee by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are also provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March 2015 to be reported under section 188(1). The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company''s website at the following link. http://www.Premierenergy.in.

MATERIAL CHANGE

There is no material change or commitments after the closure of the financial year.

MATERIAL SUBSIDIARY:

The Board reviews the significant transactions and arrangements of subsidiary companies besides being apprised of their business plan and performance. During the year, the Company has formulated a policy for determining ''material'' subsidiaries. A copy of the policy is available on the website of the Company and the link is http://www.premierenergy.in/policies.html.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was formed by the Board of Directors and consists of the following members:

1. Mr. R. Ramakrishnan - Chairman

2. Mr. K.N. Narayanan - Member

3. Mr. Vikram Mankal - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of the provisions of Section 177(9) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company''s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1. Mr. K.N. Narayanan - Chairman

2. Mr. R. Ramakrishnan - Member

3. Mr. Vikram Mankal - Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director''s 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 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http:// www.Premierenergy.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

1. Mr. R. Ramakrishnan - Chairman

2. Mr. K.N. Narayanan - Member

3. Mr. Vikram Mankal - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company''s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices.

The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www.Premierenergy.in.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

The Company is in the process of identifying good projects for CSR activities.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

AUDITORS

STATUTORY AUDITORS

M/s. S.H. Bhandari & Co, Chartered Accountants, Chennai bearing Firm Registration No. 000438S was appointed as Statutory Auditors of the Company to hold office from the conclusion of 22 Annual General Meeting until the conclusion of 27th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting held after 22nd Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re-appointment as Auditors of the Company. Accordingly, the ratification of their appointment is recommended to the members. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.R.Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

There were observations made by the Secretarial Auditors in their aforementioned Report in terms of certain procedures not followed by the Company based on the new Companies Act, 2013 and Listing Agreement. The Management ensures these procedures will be followed strictly in the ensuing financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of the listing agreement is attached and forms part of the Directors'' Report.

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.

A Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities, relating to conservation of energy or technology absorption and foreign exchange earnings and outgo during the year under review.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company''s shares are presently listed on BSE Ltd & Bangalore Stock Exchange Limited.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its employees, Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Boar

S. KRISHNAN R. RAMAKRISHNANI Place: Chennai (DIN: 00583985) (DIN 00809342) Date : 21st August, 2015 Managing Director Director

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Jun 30, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Second Annua! Report along with the Audited Accounts for the financial year ended 301h June, 2014.

The performance of :the Company for the year ended 30th June, 2014.is summarized below : (Rs. in Lacs)

Consolidated Standalone 2013-14 2012-13 2013-14 2012-13

Sales 14622.60 16378.30 3373.95 3912.71

Other Income 20.29 2262.52 18.56 476.54

Profit/{Loss) before Depreciation, Interest and Tax 2724.55 2923.37 652.94 1073.85

Interest 1454.75 1420.56 56.39 33.19

Depreciation 293.73 343.60 1.37 2.20

Profit (Loss) before Tax 976.07 1159.21 595.18 1038.46

Less : Provision for Tax 312.87 433.37 195.61 343.37

Less : Provision for Deferred Tax (13.62) 9.83 (13.62) 2.19

Minority Interest \ 42.41 12.13 - -

Profit carried to Balance Sheet 634.41 703.88 413.19 692.90



PERFORMANCE REVIEW

The Consolidated Sales for the year under review stands at Rs. 14622.60 lacs as against Rs. 16378.30 lacs in the previous year. While the Standalone Turnover for the year is Rs. 3373.95 lacs as compared to Rs. 3912.71 lacs in the previous year. With potential for infrastructure projects increasing, the construction business will see a boost in the current year and coming years.

Business Highlights

There was a delay in taking up the second phase of the Tadipatri Project from the customer''s side and it is expected that the same will be completed by December 2015. The company executed some small construction projects on back to back basis using sub contractors. Your company is negotiating for a large construction project in Sri Lanka for construction of 5000 units. The company is also negotiating for an investment in Municipal Solid Waste Project in Karnataka.

Depository System

Your Company''s Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As per the Securities and Exchange Board of India (SEBI) Circular No: Clr/ISD/3/ 2011 dated June 17, 2011 on "Trading rules and shareholding in dematerialized mode", ail the Listed Companies were required to achieve 100% of the promoters and promoter group''s holding in dematerialized form within the prescribed time limit. Accordingly, the shares held by the promoters of your Company were held 100% in electronic mode as at 30th June, 2014. 87.84% of the Equity Shares of the Company were held in demat mode as at 30th June, 2014,

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

CEO / CFO Certification

Mr. Vikram Mankal, Managing Director & Chief Executive Officer and Mr. A. Sriram, Chief Financial Officer have given a Certificate to the Board as required in Clause 49 (V) of the Listing Agreement.

Consolidated Financial Statements

in accordance with Accounting Standard AS - 21 on Consolidated Financial Statements issued by the institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as a part of this Annual Report.

The Ministry of Corporate Affairs, Government of India has vide Circular No: 2 /2011 dated February 8, 2011 granted general exemption, subject to the fulfilment of certain conditions, from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without obtaining prior approval from the Central Government for such exemption. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies are disclosed elsewhere in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available for inspection to any member of the Company at the Registered office of the Company.

SUBSIDIARY COMPANIES

As at 30th June, 2014, your Company had a total of 3 subsidiaries and 2 step down subsidiaries: The following are the details of the subsidiaries, step down subsidiaries of your Company.

SUBSIDIARY/STEP DOWN SUBSIDIARY COMPANIES EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2013-14 are as under:

(Rupees in Lacs) Particulars 2013-14

Sales & Other Income 1096.82

Equity Capital 1202.40

Reserves & Surplus 3286.42

Earnings per share 0.64

RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind Farm is being developed. Further, RCi Power Limited has two subsidiaries.

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Dividend

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors finds it prudent not to recommend declaration of dividend for the year.

Deposits

The Company has not accepted any deposits during the financial year.

Directors

Mrs. Sucharitha Parthasarathy retires by rotation at the ensuing Annual General Meeting and she being eligible, offers herself for election for a period of 5 years as an independent director. :

In accordance with the provisions of Section 149 the Companies Act, 2013, Independent Directors are required to be appointed for a term of five:consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting.

Changes during the year

Mr. Rajesh Devarajan stepped down as Director, The Board places on record its appreciation for the contribution made by him during his tenure of office.

Ms. V. Sriramalakshmi has been appointed as Company Secretary & Compliance officer with effect from 13th May, 2014 subsequent to the resignation of Ms. Rohini Ramanathan from the post of Secretary & Compliance officer with effect from 25th January,2014.

Directors'' Responsibility Statement

Your directors confirm:

(i) That in the presentation of the Annual Accounts for the year ended 30th June 2014, the applicable accounting standards have been followed.

(ii) That they had selected such accounting policies and applied them consistently and made judgements 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 30th June 2014 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 the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv) That they had prepared the annual accounts of the Company on a ''going concern'' basis.

Auditors and Auditors Report

M/s. S. H. Bhandari & Co., Chartered Accountants, bearing Firm Reg. No. 000438S are proposed to be appointed as the Statutory Auditors of the Company in the place of the retiring Auditors M/s. Sreedhar, Suresh & Rajagopalan, Chartered Accountants, bearing Firm Reg. No. 003957S who have not opted for re-appointment.

The Company has received a letter from M/s S. H. Bhandari & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits underthe Companies Act, 2013 and that they are not disqualified for appointment.

Accounting Year

With the introduction of the new Companies Act, 2013 effective from 1 st April 2014 it has become mandatory for the companies to have uniform financial year i.e. from April to March. Our company will also fall in tine with the new Companies Act and in view of this the financial year for 2014-15 will be for a period of 9 months i.e. from July 2014 to March 15;

Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 3,86,881/-.

Particulars of Employees

There were no employees covered under sub-section 2A of Section 217 of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975 as amended vide Notification No.GSR 289 (E) dated 31st.March,20H.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the bankers, Shareholders, Customers and suppliers. The Directors also wish to place on record their appreciation to all employees of the company for their contribution.

For and on behalf of the Board

Vikram Mankal K.N.Narayanan Managing Director & C.E.O. Director

Place : Chennai Date : 6th September, 2014

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Jun 30, 2013

Dear Shareholders,

The Directors are pleased to present the Twenty First Annual Report along with the Audited Accounts for the financial year ended 30th June, 2013.

The performance of the Company for the year ended 30th June, 2013 is summarized below:

(Rs. in Lacs)

Consolidated Standalone

2012-13 2011-12 2012-13 2011-12

Sales and Other Income 17277.01 19399.20 4389.26 5478.66

Profit / (Loss) before Depreciation, Interest and Tax 2937.02 2763.74 1073.85 666.12

Interest 1401.62 1455.66 33.19 0.61

Depreciation 342.90 524.66 2.20 8.46

Profit (Loss) before Tax 1192.50 783.42 1038.46 657.05

Less : Provision for Tax 385.37 429.71 343.37 429.71

Less : Provision for Deferred Tax 6.32 (33.37) 2.19 0.30

Minority Interest 54.45 79.96 - -

Share of Profit of Associates - 1386.36 - -

Profit carried to Balance Sheet 746.36 1693.48 692.90 227.04



PERFORMANCE REVIEW

The Consolidated Sales and other income for the year under review was Rs. 17277.01 lacs as against Rs. 19399.20 lacs in the previous year. While the Standalone Turnover for the year is Rs. 4389.26 lacs as compared to Rs. 5478.66 lacs in the previous year. The consolidated figures include the financials of our subsidiary, Emas Engineers & Contractors for 15 months in the previous year due to extension of accounting period from March 2012 to June 2012 which has been taken for consolidation. Hence the previous figures of consolidated financials are not comparable with the current year financials.

Business Highlights

The first phase of 56 MW Tadipatari Project has been completed. The second Phase will be completed by December 2014. The company is in the process of identifying land for Wind Farm projects and also for developing low cost housing which has a good market potential.

Depository System

Your Company''s Equity Shares are available in dematerialised form through National Securities Depository

Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As per the Securities Exchange Board of India (SEBI) Circular No: Cir/ISD/3/2011 dated June 17, 2011 on "Trading rules and shareholding in dematerialized mode", all the Listed Companies were required to achieve 100% of the promoters and promoter group''s holding in dematerialized form within the prescribed time limit. Accordingly the shares held by the promoters of your Company were held 100% in electronic mode as at 30th June, 2013. 87.84% of the Equity Shares of the Company were held in demat form as at 30th June, 2013.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

SUBSIDIARY COMPANIES

As at 30th June, 2013, your Company had a total of 3 subsidiaries and 2 step down subsidiaries. The following are the details of the subsidiaries, step down subsidiaries of your Company.

SUBSIDIARY/STEP DOWN SUBSIDIARY COMPANIES EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2012-13 is as under:

(Rupees in Lacs)

Particulars 2012-13

Sales & Other Income 1288.61

Equity Capital 1202.40

Reserves & Surplus 3294.02

Earnings per share 0.91



RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land for wind farm development. Wind Farm will be developed on the lands held by them. Further, RCI Power Limited has two subsidiaries :

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Dividend

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors finds it prudent not to recommend declaration of dividend for the year.

Deposits

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies'' (Acceptance of Deposits) Rules, 1975.

Directors

Mr. Rajesh Devarajan retires by rotation at the ensuing Annual General Meeting and he being eligible, offers himself for re-appointment.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the presentation of the Annual Accounts for the year ended 30th June 2013, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 30th June 2013 and of the profit of the Company for the year ended on that date ;

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Auditors and Auditors Report

M/s PKF Sridhar & Santhanam, Chartered Accountants, Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting. The Board of Directors decided to have a rotation policy for the auditors that they will continue as Auditors for a period of 4 years. Since the present auditors have completed 4 years they are not seeking reelection as auditors in the enduing Annual General Meeting.

The Board records its sincere appreciation of the long association your company had with M/s PKF Sridhar & Santhanam.

A special Notice has been received from a member proposing the appointment of M/s Sreedhar, Suresh & Rajagopaln, Chartered Accountants (Firm Regn. 003957S) as the Auditors of the Company.

The Company has received a letter from M/s Sreedhar, Suresh & Rajagopalan, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for appointment within the meaning of Section 226 of the said Act.

of Rs. 13 lacs was given for a very short period and as confirmed by the auditors there are no dues as on 30.06.2013.

Regarding point No. (iii) (b) in the annexure to Auditor''s Report: This loan was given by the promoter company without charging any interest as this was for a very short period and as can be appreciated this is only beneficial to the company.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 11,50,227/-.

Particulars of Employees

As required under the provisions of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Circular GSR 289, 2011 there are no employees who are covered under the abovementioned provisions and rules.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by all Members during the year under review.

For and on behalf of the Board

Vikram Mankal K.N. Narayanan

Managing Director & C.E.O. Director

Place : Chennai

Date : 6th September, 2013

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Jun 30, 2012

Dear Shareholders,

The Directors are pleased to present the Twentieth Annual Report along with the Audited Accounts for the Financial Year ended 30th June, 2012.

The performance of the Company for the year ended 30th June, 2012 is summarized below:

(Rs. in Lacs) Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Sale and Other Income 16305.59 22040.66 5481.55 3305.24

Profit / (Loss) before Depreciation, Interest and Tax 2160.61 2008.48 666.12 121.90

Interest 1074.88 1195.07 0.61 5.53

Depreciation 317.26 467.62 8.46 10.91

Profit (Loss) before Tax 768.47 345.79 657.05 105.46

Less: Provision for Tax 462.13 156.58 429.71 61.58

Less : Provision for Deferred Tax 12.37 13.55 0.30 -11.39

Minority Interest 33.51 61.50 - -

Share of Profit of Associates 1386.36 863.38 - -

Profit carried to Balance Sheet 1646.82 977.54 227.04 55.27



PERFORMANCE REVIEW

The Consolidated Sales and other income for the year under review was Rs. 16305.59 lacs as against Rs. 22040.66 lacs in the previous year. While the Standalone Turnover for the year is Rs. 5481.55 lacs as compared to Rs.3305.24 lacs in the previous year. The reduction in the Consolidated turnover was on account of reduction of turnover of the subsidiary company - Emas Engineers and Contractors Private Ltd due to slowing down of some of that company''s real estate projects under execution. Profit before Interest, Depreciation and Tax was at a level of Rs.2160.61 lacs as against Rs. 2008.48 lacs. Your company has reported a Profit after Tax of Rs. 1646.82 lacs as against Rs.977.54 lacs in the previous year.

Business Highlights

Your Company has commenced execution of the Tadapatri 95 MW Project and the first phase of the 56 MW project is expected to be completed in all respects by the end of 2012.

Your Company has identified new lands for development of windfarm.

Depository System

Your Company''s Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As per the Securities Exchange Board of India (SEBI ) Circular No: Cir/ISD/3/2011 dated June 17, 2011 on "Trading rules and shareholding in dematerialized mode", all the Listed Companies were required achieve 100% of the promoters and promoter group''s holding in dematerialized within a prescribed time limit. Accordingly the shares held by the promoters of your Company were held in electronic mode and as at 30th June, 2012. 87.77% of the Equity Shares of the Company were held in demat form as at 30th June, 2012.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

CEO / CFO Certification

Mr. Vikram Mankal, Managing Directors Chief Executive Officer and Mr. A. Sriram, Chief Financial Officer have given a Certificate to the Board as required in Clause 49 (V) of the Listing Agreement.

Consolidated Financial Statements

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as part of this Annual Report.

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated February 8, 2011 granted general exemption, subject to fulfillment of certain conditions, from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company, without obtaining prior approval from the Central Government for such exemption. Accordingly, the Balance sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies are disclosed elsewhere in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at Registered office of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES

As at 30th June, 2012, your Company has a total of 3 subsidiaries and 2 step down subsidiaries, the following are the details of the subsidiaries, step down subsidiaries and associate companies of your Company.

SUBSIDIARY/STEP DOWN SUBSIDIARY COMPANIES

EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2011 - 2012 is as under:

(Rupees in Lacs) Particulars 2011-12

Sales & Other Income 10821.87

Equity Capital 1202.40

Reserves & Surplus 3100.81

Earnings per share 0.56



RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land for wind farm development. Wind Farm will be developed on the lands held by them. Further, RCI Power Limited has two subsidiaries

i) RCI Windfarm 30MW Private Limited and ii) RCI Windfarm 50 MW Private Limited

ASSOCIATE COMPANY

HALDIA COKE AND CHEMICALS PVT LTD

The Company has 29.97% of equity stake in Haldia Coke and Chemicals Pvt Ltd (HCCPL) which in turn holds 60.86% in Ennore Coke Limited. During the year ended 31st March, 2012, HCCPL reported a consolidated turnover of Rs.1672.94 lacs with a Profit after tax of Rs.117.22 lacs.

Dividend

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors think it prudent to not recommend dividend for the year ended 30lh June 2012.

Deposits

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies'' (Acceptance of Deposits) Rules, 1975.

Directors

Mr. Malka Komaraiah , retires by rotation at the ensuing Annual General Meeting and he, being eligible, offers himself for re-appointment.

Mrs. Vathsala Ranganathan resigned from the Board with effect from 02nd March 2012. The Board wishes to place on record the service rendered by Mrs. Vathsala Ranganathan as a Director of the Company.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the presentation of the Annual Accounts for the year ended 30th June 2012, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 30th June 2012 and of the profit of the Company for the year ended on that date ;

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Auditors and Auditors Report

M./s PKF Sridhar & Santhanam, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the financial year 2012-2013. The members are requested to consider their appointment and authorise the Board of Directors to fix their remuneration. The auditors have, under Section 224 (1B) and Section 226 of the Companies Act, 1956, furnished certificate of their eligibility for the appointment.

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

The Auditor''s Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956 except that.

Reply Point No.3 of the Auditors'' Report to the Consolidated Financial Statements

The Financial year of the EMAS Engineers and Contractors Private Ltd for the period 2011- 12 is from 1st April, 2011 to 30th June, 2012. Hence the Unaudited Financials for the period 1st July, 2011 to 30th June, 2012 were provided for consolidation of accounts.

Reply Point No.4 of the Auditors'' Report to the Consolidated Financial Statements

The Financial year of the Haldia Coke and Chemicals Pvt Ltd are from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

Reply Point No.7 of the Auditors'' Report to the Consolidated Financial Statements

This will be examined and suitable provisions, if required, will be provided by EMAS Engineers and Contractors Pvt Ltd in the next year.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 2,057,342/-

Particulars of Employees

As required under the provisions of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 particulars of employees are not required to be set out in the Report since there are no employees who are covered under the abovementioned provisions and rules.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by all Members during the year under review.



For and on behalf of the Board

Vikram Mankal K.N. Narayanan

Managing Director & C.E.O. Director

Place : Chennai Date : 11th September, 2012

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Jun 30, 2011

The Directors have pleasure in presenting their Report together with the Audited Accounts for the year ended 30th June 2011.

The performance highlights of the Company for the year are summarized below:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars 2010-2011 2009-2010

Revenue 3305.24 364.46

Profit before Interest, 121.89 181.82 Depreciation and Tax

Interest & Finance Charges 5.53 -

Depreciation 10.90 13.08

Provision for Tax 61.58 20.79

Deferred Tax - 11.39 13.23

Net Profit for the year 55.27 134.72

Accumulated Profit Brought 310.14 175.42 forward From Balance Sheet

Total Distributable profit 365.41 310.14

Dividend - -

Dividend Tax - -

Profit Carried over to the 365.41 310.14

Balance Sheet

CAPITAL STRUCTURE

The Capital Structure of the Company for the year ended 30th June, 2011 is as under :

Particulars Amount (Rs.)

Authorized share capital 4,41,50,000 equity shares of Rs.10/- each 44,15,00,000

Issued, Subscribed & Paid-up capital 4,13,50,060equity shares of Rs.10/- each 41,35,00,600

BUSINESS HIGHLIGHTS

Your Directors are pleased to state that during the year the Company received the first prestigious order for 95 MW wind farm development from Leitner Shriram Manufacturing Limited (LSML). The order will give your Company a gross margin of Rs. 30 lacs per MW and receive annual lease income of Rs. 3.80 Crores from 1st April, 2012. The entire project will be completed by 31st March, 2013.

The order backlog of the subsidiary company - EMAS Engineers and Contractors Pvt Ltd as on 31st December, 2011 of Rs. 442 Crores.

BUSINESS REVIEW

The Company operates in two major segments - Infrastructure and development Engineering and Construction.

The Infrastructure and Development segment includes civil contracting and contracting for wind farm development.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements presented by the Company includes financial information of all its subsidiary companies and are prepared in accordance with Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India. The Ministry of Corporate Affairs , New Delhi under Section 212 (8) of the Companies Act, 1956 vide General Circular No: 2 of 2011, No: 51/12/2007-CL-III dated 8th February, 2011 have granted general exemption from attaching the full text of financial statements of the subsidiaries along with the financial statements of the Company. The general exemption has been granted provided the Company complies with certain conditions as laid down in the said Circular. The Company has complied with the conditions laid down in the said Circular and hence is eligible for the general exemption as laid in the above mention Circular for the year ended 30th June, 2011.

Necessary disclosures with respect to the subsidiaries have been made in the Annual Report in the Statement pursuant to Section 212 of the Companies Act, 1956. However, on request by any member of the Company / Statutory authorities interested, the documents will be made available for inspection at the registered office of the Company. A statement summarizing the financial results of all the subsidiaries is attached to the consolidated financial statements.

DIVIDEND

Considering the significant expansion plans of your Company which require substantial investments, the Board of Directors think it prudent not to recommend declaration of dividend for the year.

AMALGAMATION OF VALAGAM POWER PROJECTS PVT LTD AND BLACKGOLD CHEMICALS PVT LTD WITH THE COMPANY

The Hon''ble High Court of Madras approved the Scheme of Amalgamation filed by your Company for merger of M/s Valagam Power Projects Pvt Ltd (VPPL) and M/s Blackgold Chemicals Pvt Ltd (BGPL) with the Company vide its Order dated 30th November, 2011 and the same was registered by the Registrar of Companies, Tamil Nadu, Chennai on 14th December, 2011. The Scheme of Amalgamation of VPPL and BGPL with your Company was

envisaged to create a single robust entity which would carry on business that is integrated and complimentary in nature. Amalgamation of VPPL with your Company would result in the strengthened leadership in the industry in terms of asset base, revenue and market share of the combined entity since VPPL owns Windfarms in the state of Andhra Pradesh. Amalgamation of BGPL with your Company would enable the Company to gain control on companies that deal with the coke and coal business since BGPL holds stake in companies engaged in the business of dealing with coal and coke.

INFORMATION UNDER SECTION 212 (8) OF THE COMPANIES ACT, 1956 EMAS ENGINEERS AND CONTRACTORS PRIVATE LTD

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2010-11 is as under:

(Rupees in Lacs)

Particulars 2010-2011

Sales 18,569.07

Other Income 164.29

Equity Capital 1,202.40

Reserves & Surplus 3,033.67

Earnings per share 1.02

Net Asset Value 4386.07

RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land for wind farm development. Windfarm will be developed on the lands held by them. Further, RCI Power Limited has two subsidiaries.

i) RCI Windfarm 30 MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

ASSOCIATE COMPANIES

The Company has 29.97% of equity stake in Haldia Coke and Chemicals Pvt Ltd (HCCPL) which in turn holds 60.86% in Ennore Coke Limited. During the year under review, HCCPL reported a consolidated turnover of Rs. 854.76 Crores with a Profit after tax of Rs. 20.92 Crores.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available in dematerialized form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 30th June, 2011, 76.83% of the Equity Shares of the Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis report, which forms a part of this report.

CEO/ CFO CERTIFICATION

Mr. Vikram Mankal, Managing Director & Chief Executive Officer and Mr. A. Sriram, Chief Financial Officer have given a Certificate to the Board as contemplated in Clause 49 (V) of the Listing Agreement.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. K.N. Narayanan, retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

Mr. Vikram Mankal was appointed as an Additional Director by the Board of Directors with effect from 14th December, 2011. Further, Mr. Vikram was appointed as the Managing Director & Chief Executive Officer of the Company by the Board of Directors under Section, 269 read with Schedule XIII of the Companies Act, 1956 for a period of three years from 14th February, 2012 to 13th February, 2015 and his salary was fixed with effect from 1st March 2012.

During the year, Mr. Rajesh Devarajan and Ms. Sucharitha Parthasarathy were appointed as Additional Directors of the Company and they hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

As required under the provisions of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 particulars of employees are not required to be set out in the Report since there are no employees who are covered under the abovementioned provisions and rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the presentation of the annual accounts for the year ended 30th June, 2011, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2011and of the profit of the Company for the year ended on that date ;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and together irregularities ; and

d) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A Report on Corporate Governance along with a certificate from the Practicing Company Secretary forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 2,54,169.

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for reappointment.

AUDIT REPORT AND EXPLANATION UNDER SECTION 217 (3) OF THE COMPANIES ACT, 1956

The Auditors'' Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956, except that :

REPLY FOR POINT NO. 5 OF THE AUDIT REPORT ON THE STANDALONE FINANCIALS AND POINT NO (xvii) OF THE ANNEXURE TO THE AUDIT REPORT ON THE STANDALONE FINANCIALS

The Company treated Land as Current Asset, since the Company was earlier engaged in the business of Housing and Development. The Company presently is also operating in the areas of Infrastructure and Development as well. The Company had a land for development. Now, the Company intends to develop and utilise the land for its own office and hence the land was transferred from Current Assets to Fixed Assets resulting in short term funds being used for long term investments.

REPLY FOR POINT NO. 3 OF THE AUDIT REPORT ON THE CONSOLIDATED FINANCIALS

The Financial year of EMAS Engineers and Contractors Pvt Ltd is from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

RCI Power Ltd & RCI Power (AP) Ltd were not the subsidiaries of the Company as on 30th June, 2011. These companies were subsidiaries of Valagam Power Projects Pvt Ltd. RCI Windfarm 30 MW Pvt Ltd and RCI Windfarm

50 MW Pvt Ltd are subsidiaries of RCI Power Ltd. On sanction of the Scheme of Amalgamation of Valagam Power Projects Pvt Ltd with the Company with effect from 1st July, 2010 the financial results of the above mentioned companies have also been consolidated with the Consolidated Accounts of the Company for the year ended 30th June, 2011.

The Financial year of the said Companies are also from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

REPLY FOR POINT NO. 4 OF THE AUDIT REPORT ON THE CONSOLIDATED FINANCIALS

The Financial year of the Haldia Coke and Chemicals Pvt Ltd are from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

REPLY FOR POINT NO. 7 OF THE AUDIT REPORT ON THE CONSOLIDATED FINANCIALS

(a) This will be examined and suitable provisions, if required, will be provided by EMAS Engineers and Contractors Pvt Ltd in the next year.

(b) The Company treated Land as Current Asset, since the Company was earlier engaged in the business of Housing and Development. The Company presently is also operating in the areas of Infrastructure and Development as well. The Company had a land for development. Now, the Company intends to develop and utilise the land for its own office and hence the land was transferred from Current Assets to Fixed Assets resulting in short term funds being used for long term investments.

LIST OF PROMOTERS AND PROMOTER GROUP

Shri Housing Private Limited, Shriram Auto Finance, Shriram Auto Finance LLP, Haldia Coke & Chemicals Private Limited, Ennore Coke Limited, Wellman Coke India Limited, EMAS Engineers & Contractors Private Limited, RCI Power Limited, RCI Power (AP) Limited, RCI Windfarm 30 MW Private Limited, RCI Windfarm 50 MW Private Limited.

By the Order of the Board of Directors

Vikram Mankal K.N. Narayanan Managing Director & C.E.O. Director

Place : Chennai

Date : 14th February, 2012

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Jun 30, 2010

The Directors have pleasure in presenting their Report together with the Audited Accounts for the Fifteen months period ended 30th June 2010.

The performance highlights of the Company for the year are summarized below:

FINANCIAL RESULTS

for the year for the year ended ended

31.06.2010 31.03.2009

(Rs. in lacs)

Profit before Interest & Depreciation 181.82 147.23

Interest - 56.67

Depreciation 13.08 35.27

Profit before Tax 168.74 55.29

Tax and Fringe Benefit Tax 34.02 26.79

Profit after Tax 134.72 28.50

Balance brought forward from previous year 175.42 146.92

Profit /-Loss Carried to Balance Sheet 310.14 175.42



PERFORMANACE:

The Company has made an income of Rs.239 lacs as compared to Rs. 6948 lacs during the previous year. Due to the recession in the Property Development sector the Company did not venture into new business this year. The Company is looking for new projects in the field of Power Sector for production of Electricity by both conventional and non- conventional methods and also the Company is venturing into infrastructure business.

RIGHTS ISSUE:

The Company has come out with a rights Issue of one crore equity shares of Rs.10/- at a premium of Rs. 10/- per share aggregating to 20 crores. The rights issue was successfully completed and shares were allotted to the shareholders.

EMAS ENGINEERS AND CONTRACTORS PVT LTD

During the year our company has invested an amount of Rs. 1850 lacs in Emas Engineers and Contractors.Pvt Ltd, Chennai, by acquiring 60,24,050 Equity shares which represent 50.10% of Equity Share Capital of Emas. EMAS is engaged in the business of real estate development and contractor primarily having its operation in the state of Tamil Nadu, Karnataka and Andhra Pradesh. EMAS is an ISO 9001:2000 company certified by TUV agency. EMAS has executed various residential, industrial and commercial projects and has diversified work experience in the construction sector which includes Hospitality, Industrial. Commercial. Educational and IT.

AMALGAMATION OF VALAGAM POWER PORJECTS LIMITED:

The Board of Directors at their meeting held on 25th June 2010 have approved a Scheme of Amalgamation under Section 391 and 394 of the Companies Act 1956 for the merger of Valagam Power Projects Pvt. Limited (Transferor Company) with Premier Energy and Infrastructure Ltd. (Transferee Company). The Company has made an application to Bombay Stock Exchange Ltd. for in-principfe approval for the Scheme of Amalgamation. The Company is also in the process of submitting necessary Petition to Honble High Court of Madras.

DIVIDENDS

Since the company has made only a marginal profit, your Directors have not recommended any Dividend for the year.

DIRECTORS

Mr. R Ramakrishnan, Director retires by rotation as per Article 121 of the Articles of Association of the Company and being eligible offers himself for re-appointment. A brief resume, expertise and details of other directorships of Mr. R Ramakrishnan. Director are provided in the Notice of the ensuing Annual General Meeting.

Mrs. Vathsala Ranganathan and Mr. M Komariah were appointed as Additional Director under section 260 of the Companies Act, 1956 at the Board Meeting held on 29th September 2009. In terms of Section 260 of the Companies Act, 1956, they will hold office up to the date of the ensuing Annual General Meeting.

Mr. M Narayanamurthi, Mr. A Sriram, Mr. T R Murali and Mr. S Jagannathan resigned from the Board during the year. The Board wishes to place on record the services rendered by Mr. M Narayanamurthi, Mr. A Sriram, Mr. T R Murali and Mr. S Jagannathan as a Directors of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion Analysis Report, Corporate Governance Report and Auditors Certificate regarding Compliance of Corporate Governance are made a part of the Annua! Report.

CEO/ CFO CERTIFICATION

Mr. K N Narayanan, Director has given a Certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted deposits from the public during the period under review.

PARTICULARS OF EMPLOYEES .

As required under the provisions of Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employee) Rules 1975 as amended, the names and other particulars of employees are set out in Annexure to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in preparation of accounts for the 15 months period ended, 30th June. 2010 the applicable Accounting Standards have been followed along with proper explanation relating to materia! departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of these state of affairs of the company at the end of the financial year and of the profit of the company for the year under review:

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) That the Directors have prepared the Accounts for the 15 months period ended 30th June 2010 on a going concern basis.

AUDITOR

M/s P K F Sridhar and Santhanam, Chartered Accountants, Chennai the Companys Auditors, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS RFPORT

The Auditors Report is self explanatory and does not require any further comments under section 217 (3) of the companies Act, 1956 except that.

5 (a) The Company has invested an amount of Rs. 13,78,03,255 during the period under review. Also the Company has granted loan to another Company and has not charged interest for the period under review. As per Section 372 A of the Companies Act, 1956. the Company is entitled to invest in acquire by way of Subscription, purchase or otherwise 60% of the paid up capital and free reserves of the Company or 100% of the free reserves of the Company, whichever is higher. Since the Company has not obtained the prior approval of the shareholders before making such investments, the company has made an application to Registrar of Companies, Tamilnadu, Chennai and also made a petition to the Company Law Board, Southern Region Bench for a suo-motto compounding of offences under that provision.

5 (b) The Company has also granted an advance in the nature of loan to a Partnership Firm in which one of the Directors of the Company is a Partner in the Partnership Firm without obtaining prior approval of the shareholders and the Central Government in this regard. The Company is of the opinion that the advance had been paid only for a short term purpose and the same was returned by SAF also Since the Auditors have made an observation that the provision of Section 295 under the Companies Act 1956, has not been followed, the Company has made an application to the Registrar of Companies, Tamilnadu, Chennai and also to the Company Law Board, southern Region Bench for compounding of offences.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS.

These particulars required under Section 217 (1)(e) of the Companies Act, 1956 are not applicable to the company, not being Industrial Company:

ACKNOWLEDGEMENT

The Directors thank the Companys Bankers, Shareholders, the Registrars and the employees for their continued support to the Companys progress during the period under review.

for and oh behalf of the Board

Place : Chennai Vathasala Ranganathan K.N.Narayanan

Date : 15.11.2010 Director Director

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Mar 31, 2009

The Directors have pleasure in presenting their Report together with the audited accounts for the financial year ended 31st March, 2009.

The performance highlights of the Company for the year are summarized below:

FINANCIAL RESULTS_

for the year for the year ended ended 31.03.2009 31.03.2008 (Rs. in lacs)

Profit before Interest & Depreciation 147.23 675.60 Interest 56.67 197.40 Depreciation 35.27 33.31 Profit before Tax 55.29 448.89 Tax and Fringe Benefit Tax 26.79 39.10 Profit after Tax 28.50 405.79 Balance brought forward from previous year 146.92 -258.87 Profit /-Loss Carried to Balance Sheet 175.43 146.92

PERFORMANACE:

The company has made an income of Rs.239 lacs as compared to Rs. 6948 lacs during the previous year. Due to the recession in the Property Development sector the company did not venture into new business this year. The company is looking for new projects in the field of Power Sector for production of Electricity by both conventional and non- conventional methods and also Infrastructure business.

TAKE OVER

Shri Housing Private Limited has acquired about 52.35% of shares of the company through an open offer. Consequent to this acquisition, Premier Energy and Infrastructure Ltd has become a subsidiary of M/s Shri Housing Private Limited.

DIVIDENDS

Since the company has made only a marginal profit, your Directors have not recommended any Dividend tor the year.

GOVERNANCE BOARD OF DIRECTORS DIRECTORS

Mr.R.Ramakrishnan and Mr. K.N. Narayanan joined the Board as Additional Directors on 3rd June, 2009 and will hold office till the ensuing Annual General Meeting. The Company had received notices from members proposing the appointments of Mr. R.Ramakrishnan and Mr. K.N. Narayanan as Directors of the Company. A brief resume, expertise and details of other directorships of Mr. R.Ramakrishnan and Mr. K.N. Narayanan are provided in the Notice of the ensuing Annual General Meeting.

Mr. A. Sriram and Mr. T R Murali, Directors retires by rotation as per Article 121 of the Articles of Association of the Company and being eligible offers themselves for re-appointment. A brief resume, expertise and details of other directorships of Mr. A. Sriram and Mr. T R Murali, Directors are provided in the Notice of the ensuing Annual Genera! Meeting.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion Analysis Report, Corporate Governance Report and Practicing Company Secretary s Certificate regarding Compliance of Corporate Governance are made as a part of the Annual Report.

CEO/ CFO CERTIFICATION

Mr. M Narayanamurthi and Mr. A Sriram, Directors have given a Certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted deposits from the public during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in preparation of accounts for the accounting year ended 31st March, 2009, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of these state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) That the Directors have prepared the accounts for the accounting year ended 31st March, 2009 on a going concern basis.

AUDITOR

Mr. M Hariharan, Chartered Accountant, Chennai the Companys Auditors, retire at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

The Board, on the recommendation of Audit Committee, has proposed that Mr. M Hariharan, Chartered Accountant, Chennai be re-appointed as the Statutory Auditor of the Company and to hold office till the conclusion of the next Annual General Meeting of the Company. Mr M Hariharan, Chartered Accountant, Chennai has forwarded his certificate to the Company, stating that his appointment, if made will be within the limit specified in that behalf in Sub- section (1 B)of Section 224 of the Companies Act,1956.

PARTICULARS OF EMPLOYEES

There are no employees in the company and as such there are no employees drawing salary in excess of the limits as prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee)

Rules 1975 during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings.

These particulars required under Section 217 (1)(e) of the Companies Act, 1956 are not applicable to the company, not being Industrial Company

ACKNOWLEDGEMENT

The Directors thank the Companys Bankers, Institutions, and Shareholders for their continued support to the Companys progress during the year under review

For and on benarr ot fne Board

Place : Chennai M. Narayanamurthi A.Sriram Date : 30.06.2009 Director. Director