ARSS Infrastructure Projects Ltd

Your Directors have pleasure in presenting the Twelveth Annual Report together with theAudited Accounts of the Company for the financial year ending 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

(Rs In crores)

2. OPERATING RESULT

During the year, the turnover of your Company has decreased to

Rs 1198.58 crores from Rs 1257.00 crores in the previous financial year. The lossincurred during the year was Rs 29.61 crores as against a Profit of Rs 112.17 crores inthe previous year. The financial result under review were subdued which were largelyattributable to higher input costs and locking of working capital in various majorprojects which could not be completed in time.

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

3. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements, prepared in accordance with accounting Standard AS21, issued by the Institute of Chartered Accountants of India, and as required by theListing Agreement are attached and form part of the Annual Report and Accounts.

4. DIVIDEND

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

5. ORDER BOOK

Your Company has an order book of more than Rs 3000.00 crore, which includes thefollowing major works:

a) Construction, rehabilitation and widening of Cuttack - Paradeep road, Orissa with acontract value of

Rs 208.27 crores.

b) Construction of BRTS Corridor and Development of road, Jaipur Development Authority,Rajasthan, having a contract value of Rs 104.41 crores.

c) JSPL, Angul, Orissa Project-Work Order for execution of Rail Infrastructure Workwith a contract Value of Rs 261.00 crores.

d) Construction for widening and strengthening of existing carriageway to two lane forChandbali-Bhadrak-Anadpur (Km 0/0 to Km 45/0 of SH-9 and Km 0/0 to Km 50/0 of SH-53),Orissa, having a contract value of Rs 216.23 crores.

e) Widening and Strengthening of Existing Carriageway to 2 lane for Bhawanipatna toKhariar (2/0 Km to 70/0 Km SH-16), Orissa, with a contract Value of Rs 105.51 crores.

f) Construction of a new 2-lane Highway from km 38/00 to km 71/00 (length=33.0 Km) inMizoram, with a contract value of Rs 163.11 crores.

g) Widening to 2 lane and improvement in km 0/0 to 102/9 km of Parlakhemundi-R.Udayagiri-Mohana road (SH-34) under LWE Scheme. Orissa with a contract value of Rs 153.91crores.

h) Construction of earthwork, bridges, supply of P-way material, supply of ballast andP-way linking for proposed private railway siding taking off from Chacher railway stationto in plany yard and including inplant yard of NTPC Mauda (but excluding works withinrailway boundary and excluding rail over rail bridge) Dist Nagpur (M.S.) with a contractvalue of Rs 114.49 crores.

i) Improvement of existing single intermediate lane of NH-44 to two lane with pavedshoulders from km 230/200 to km 247/00, km 261/504 in the State of Assam with a contractvalue of Rs 104.05 crores.

j) Two laning without paved Shoulder of Developing of road project in the state ofMadhya Pradesh from Damoh-Bhatlyagarh-Baxwaha-Hirapur. (SH-37) with a contract value of Rs122.74 crores.

k) 4/2 laining of Remuli-Roxy-Rajamunda section of NH-215 from 163-269 in the state ofOdisha, with a contract value of Rs 200.00 crores.

l) MP State Road Project Manwar -Mangod (Bandheri) Road & Sardarpur -rajgarh - BaghRoad PKG-4 , with a contract value of Rs 117.70 crores.

m) Strengthening, Widening, Maintaining and operating ofSijhata-Hinoti-Malgaon-Khamriya, Ater-Poudi-Mharajpur-Parsamaniya &Managawar-Kehunthpur Roads (MDR Package-X) on BOT (annuity) Basis, with a contract valueof Rs 100.00 crores.

n) Strengthening, Widening, Maintaining and operating of Phoolsagar-Niwas-Shahpur Road(MDR Package-VII) on BOT (annuity) Basis, with a contract value of Rs 155.00 crores.

6. AUDITORS

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

The Company has received a letter from them to the effect that their reappointment, ifmade, would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and that they are not disqualified for reappointment within the meaning of Section226 of the said Act.

7. REPORT OF AUDITORS

The notes on accounts and observations of the Auditors in their report on the accountsof the Company are self explanatory except clause no.4.2 which calls for furtherexplanation. These are as follows; Profit from HCIL-Adhikaria-ARSSPL JV has beenascertained on the basis of Provisional Accounts as on 31.03.2012 and also for earlieryears instead of audited accounts, which is not in accordance with Accounting Standard-27,"Financial Reporting of Interest in Joint Ventures" issued by The Instituteof Chartered Accountants of India. HCIL-Adhikaria-ARSS,an international JV,a partner ofthe Company, which prepare their accounts in a different basis for a different period thanour Company. As their accounts are not yet finalised, the Profit from the JV has beenconsidered on provisional basis. This is beyond the control of the management and theCompany does not expect any substantial deviations in the audited accounts.

8. DIRECTORS

During the year Mr. Dipak Kumar Dey resigned from the Board of Directors of the Companyw.e.f 07.02.2012 due to his other pre occupations and in his place Mr.Upendra Nath Challuwas appointed as an Independent Director on the same date. Mr. S.C. Parija who retires byrotation in terms of Section 255 of the Companies Act, 1956 at the ensuing Annual GeneralMeeting and being eligible, has offered himself for re-appointment.

Brief resume of Mr. S.C. Parija proposed to be reappointed, nature of his experienceand names of the companies in which he holds directorship and membership are provided inthe Notice for convening the Annual General Meeting.

9. PARTICULARS OF EMPLOYEES

As required under the provision of Section 217(2A) of the Companies Act, 1956, readwith the Companies (Particulars of Employees) Rules, 1975 as amended, the names and otherparticulars of employees are given below :

10. RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors ofthe Company confirms:

i) that in the preparation of Annual Accounts, the applicable Accounting Standardsissued by the Institute of Chartered Accountants of India have been followed by theCompany and there has been no material departure,

ii) that the Directors have selected such Accounting Policies and applied themconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March, 2012and of the Profit and Loss of the Company for the year ended on that date.

iii) that the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of Sec-209 of the CompaniesAct, 1956 for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities and

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOETC. U/S 217 (1) (e)

During the year under review, the Company has taken adequate measures for conservationof energy and also has not gone for any technology absorption whatsoever in accordancewith the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with theCompanies (Disclosures of particulars in the Report of Board of Directors ) Rules, 1988.

The Company has neither earned any income nor incurred any expenditure in foreigncurrency during the financial year ended 31st March, 2012.

12. PUBLIC DEPOSITS

Your Company has not invited any deposit from public and shareholders. So, theprovisions of the Section 58A of the Companies Act, 1956 are not attracted.

13. CORPORATE GOVERNANCE

Your Company is committed for adopting best ethical business practices in themanagement within the regulatory framework applicable to it. Accountability, Disclosureand strict compliance is the essence of good corporate governance. On the one hand goodcorporate governance calls for accountability of the persons who are the helm of affairsof the Company and on the other hand it also brings benefits to all stakeholders of theCompany such as investors, customers, employees and the society at large. Your Companycontinues to believe in such business practices and has been extremely transparent inproviding reliable financial information and in maintaining transparency in all itsbusiness transactions and ensuring strict compliance of all applicable laws. Your Companyhas adopted the requirement of Corporate Governance as prescribed under Clause 49 of theListing Agreement and a separate section titled "Corporate Governance" has beenincluded in the Annual Report along with "Management Discussion and AnalysisReport".

14. INDUSTRIAL RELATION

Employee relations continued to be cordial throughout the year. The whole-heartedsupport of employees and a sense of belongingness with the organisation and solidaritywith the management of the Company have helped to achieve better performance during theyear.

15. ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for assistance andco-operation received from the financial institutions, banks, Government authorities,customers and members during the year under review. Your Directors also place on recordtheir deep sense of appreciation for the committed services by the executives, staffs andworkers of the Company.

THE MEMBERS ARSS INFRASTRUCTURE PROJECTS LIMITED, BHUBANESWAR

We have examined the compliance of conditions of Corporate Governance by ARSSINFRASTRUCTURE PROJECTS LIMITED, for the year ended on 31st March, 2012 as stipulated inClause 49 of the Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof, adoptedby the Company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

In our opinion and to the best of our information and according to the explanationsgiven to us, we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.