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