RKEC Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting to you the Nineteenth Annual Report on Business and Operations of the Company along with audited Annual Financial Statements for the year ended 31st March, 2024.

PRESENTATION OF FINANCIAL STATEMENTS:

The financial highlights for the year under report are as under:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	34108.98	29996.82	35277.32	30034.030
Other Income	358.03	371.19	361.06	389.200
Total Income	34467.00	30368.02	35638.38	30423.23
Less: Expenditure	29383.58	25741.83	30545.33	25779.16
Profit/(loss) before Interest, Depreciation and Tax	5083.42	3294.86	5093.05	4644.07
Less: Finance Cost	1457.86	1437.99	1457.86	1438.00
Less: Depreciation & Amortization Cost	811.64	497.28	811.64	497.28
Prior Period Items	-	-	-	-
Less: Extraordinary items	-	-	-	-
Profit/(loss)Before Tax	2813.92	2690.91	2823.55	2708.79
Less: Tax Expenses	699.99	1391.57	700.46	1396.94
Less: Deferred Tax	127.32	86.06	127.32	86.06
Profit/(loss)after Tax	1986.62	1230.15	1995.78	1225.29

During the year under review, the Company has earned net profit of Rs. 1986.62/-lakhs. There is increase in profit after tax during the financial year 2023-24 when compared to the net profit after tax

of the previous year. Your Directors are confident that the performance of the Company will be improved on all fronts in the current Financial Year.

1. DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to financing the long term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend any dividend for the Year under review.

2. CAPITAL STRUCTURE

The paid up share capital of the Company is Rs.23,99,06,000/- (Rupees Twenty Three Crores Ninety Nine Lakhs Six Thousand only) divided into 2,39,90,600 (Two Crore Thirty Nine Lakh Ninety Thousand and Six Hundred) equity shares of Rs.10/- each. The aforesaid Equity Shares are listed on National Stock Exchange of India.

Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

3. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and implementation requirements of Indian Accounting Standard (IND-AS) on accounting and disclosure requirements and as prescribed by SEBI Listing Regulations , the Audited Consolidated Financials are provided in this Annual Report.

The Financial Statement of the Company for the Financial Year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The consolidated Financial Statement has been prepared on the basis of the audited Financial Statements of the Company, RKEC Projects Limited and its JV Firms as approved by the respective Board of Directors/Management. Pursuant to the provisions of Section 136 of the Act, applicable rules relating to Accounting Standards, the Financial Statements of the Company and the Consolidated Financial Statements along with all relevant documents and Auditors Report thereon form part of this Annual Report.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the Company.

6. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The Directors have decided to transfer the entire amount in the retained earnings.

8. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company, that have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report. However the Covid -19 impact was still visible in the operations of the Company.

9. PERFORMANCE EVALUATION OF BOARD

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation on its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors. The Board’s functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the Board meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY OFTHECOMPANY

The Company has developed and implemented risk management policy, wherein all material risks faced by the Company are identified and assessed. The Risk Management Policy is uploaded on the website of the Company and can be accessed on Company’s website www.rkecprojects.com .Report on risk and it’s management forms part of the separate annexure-Management Discussion and Analysis Report.

12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGAND OUT-GO

A. Conservation ofEnergy:

During the year under review and nature of activities which are being carried on by your Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies’ (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, are not applicable to the Company. However, the Company has access regarding Conservation of Energy and Technology Absorption, wherever it is applicable

B. Technology Absorption: Not Applicable REMARKS:

The provisions of section 134(3) (m) of the Act relating to conservation of energy and technology absorption do not apply to the Company. The Company has, however, used information technology in its operations and continuously invests in energy-efficient office equipment at all office locations.

C. Foreign Exchange Earning & Out-Go:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

13. CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of Section 135 read with Schedule VII of the Act, the Company has a CSR Committee of the Board which reviews and recommends (a) the policy on Corporate Social Responsibility (CSR) including changes thereto, and implementation of the CSR Projects or Programs to be undertaken by the Company as per its CSR Policy. The CSR policy of the Company is available on the website of the Company - www.rkecprojects.com. A report on CSR activities of the Company is enclosed as annexure to this report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT, 2013

During the year, the Company has made no investment falling under the provision of Section 186 of the Companies Act, 2013 read with rules made there under. The Company has not given loan, guarantee or provided security in connection with the loan to any other body corporate or person. The

members are requested to refer the notes to the Financial Statement which forms part of the Annual Report for detailed information.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of Contracts or Arrangements made with related parties referred to in section 188 (1) of the Companies Act, 2013, in the prescribed form (Form AOC-2) is appended as annexure to the Board’s Report. The transactions with related parties are at arm’s length and in ordinary course of business.

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015, your Company has a Policy on Related-Party Transactions which can be accessed on the website of the Company www.rkecprojects.com.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition

As on March 31, 2024, the Board of your Company consists of Nine Directors. Their details are as follows:

Category	Name of Director
Executive Director	Shri Garapati Radhakrishna-Chairman
	Shri R Jayachandran-Managing Director/CFO
	Smt Parvathi Devi Garapati-Whole Time Director
	Shri Venkata Rama Mohan Gudapati-Whole Time Director/COO
Non-Executive Independent Directors	Vice Admiral Satish Soni PVSM,AVSM, NM (Retd)
	Lt Gen Kumar Peruvemba Ramachandran
	Shri Lucas Peter Thalakala, IRS (Retd)
	Brig Kameswara Jagabathula Rao
	Sri S M Jain

The composition of the Board is in line with the requirements of the Act and Listing Regulations. All the Directors have vast knowledge and experience in their relevant fields and the Company has benefitted immensely by their presence on the Board.

b. Changes in Directors and Key Managerial Personnel (KMP) during the year under review:

• Mr. Garapati Radhkrishna resigned from the post of Managing Director w.e.f. 3rd June 2023 and he was retained as Chairman.

• Mr. R Jayachandran was appointed as Managing Director of the Company w.e.f. 3rd June 2023.

• Mr. R Jayachandran was appointed as CFO of the Company w.e.f. 1 Sep 2023.

• Mr. Potluri Srinivasa Chakravarthy resigned as Non-executive Director w.e.f. 1 Sep 2023.

• Mr. S M Jain was appointed as an Independent Director w.e.f. 14 February 2024.

c. Director retiring by Rotation.

As per the provisions of Companies Act, 2013, Smt Parvathi Devi Garapati (DIN: 00094961) retires by rotation at the ensuing Annual General Meeting and being eligible seeks reappointment. Based on the recommendation of the nomination and remuneration committee, the Board recommends her reappointment.

Her details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of your Company.

An appropriate resolution seeking your approval to her re-appointment as Director is included in the Notice.

d. Woman Director

In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of Listing Regulations, the Company needs to have at least one woman director on the Board. The Company has Smt. Garapati Parvathi Devi as Woman Directors on the Board.

e. Declaration by Independent Director(s) and re-appointment, if any

The Company had Four Independent Directors on the Board and one more Independent Director, Mr. S M Jain, was appointed w.e.f. 14 Feb 2024. Mr. SM Jain is with experience of 37 years, holds degree of Chartered Accountant( ICAI) , Company Secretary (Intermediate) from ICSI , Bachelors of Commerce (University of Rajasthan). The Board is confident that he will be value addition to the Company. The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet the criteria of independence as laid down in Section 149(6) of the Act, they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act and subsequently the same was placed at the Board Meeting held on May 23, 2023.

Further, in terms of the recently introduced regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors by Indian Institute of Corporate Affairs, Manesar (“IICA”). Accordingly, Independent Directors of the Company have registered themselves with the IICA for the said purpose.

A declaration by Managing Director confirming the receipt of this declaration from Independent Directors is annexed to this report.

17. KEY MANAGERIAL PERSONNEL

Shri. G Radhakrishna-Chairman, Shri R Jayachandran-Managing Director/ Chief Financial Officer, Smt. G Parvathi Devi- Whole Time Director, Shri G V Rama Mohan-Whole Time Director/COO and CS Deepika Rathi- Company Secretary & Compliance Officer are Key Managerial Personnel of the Company in accordance with the provisions of section 2 (51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

18. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 times in the Financial Year 2023-24 viz, 6 May 2023, 29 May 2023, 12 August 2023,1 Sep 2023, 11 Nov 2023 and 14 February 2024.

19. COMMITTEE MEETINGS

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements), 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws. A detailed report on all the committees including their terms of reference, number of times they met etc., is mentioned in the corporate governance report which forms part of this report. Further there are no instances where the Board has not accepted recommendations of Audit Committee. All recommendation of all committees were accepted by board. In order to ensure focused attention on business and for better governance and accountability, the Board comprises of following four committees:

Audit Committee

Name of Members	No. of Committee Meeting entitled	No. of Committee Meetings Attended
Shri T Lucas Peter, IRS (Retd) (Chairman)	5	5
Vice Admiral Satish Soni PVSM,AVSM, NM (Retd) (Member)	5	5
Shri G Radhakrishna (Member)	5	5
Shri S M Jain* (Member)	0	0
*Was inducted in the committee on 23 May 2024.

Nomination & Remuneration Committee

Name of Members	No. of Committee	No. of Committee
	Meeting entitled	Meetings Attended
Shri T Lucas Peter, IRS (Retd) (Chairman)	3	3
Vice Admiral Satish Soni PVSM,AVSM, NM (Retd) (Member)	3	3
Lt Gen P R Kumar (Member)	3	3

Corporate Social Responsibility (CSR) Committee

Name of Members	No. of Committee Meeting entitled	No. of Committee Meetings Attended
Shri G Radhakrishna (Chairman)	2	2
Brig J K Rao (Member)	2	2
Shri G V Rama Mohan (Member)	2	2
Shri R Jayachandran (Member)	2	2

Stakeholders Relationship Committee

Name of Members	No. of Committee Meeting entitled	No. of Committee Meetings Attended
Shri G Radhakrishna	1	1
(Chairman)
Vice Admiral Satish Soni	1	1
(Member)

Shri Lucas Peter Thalakala	1	1
(Member)
Shri R Jayachandran * (Memb er)	0	0

*Was inducted in the committee on 23 May 2024.

20. 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 statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made 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, 2024 and the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

21. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established Vigil Mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct and Ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors of the Company frequently reviews the Vigil Mechanism/Whistle Blower Policy in order to ensure adequate safeguards to employees and Directors against victimization. The said policy is also available on the website of the Company at www.rkecprojects.com.

22. DETAILS OF INVESTOR’S GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending complaints of the Shareholders/ Investors registered with SEBI at the end of the current Financial Year ended on 31st March, 2024 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2024.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s Internal Financial Controls relating to its Financial Statements.

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. They report on the adequacy and effectiveness of the internal control systems and provide recommendations for improvements.

During the year, such Controls were tested and no reportable material weakness was observed.

24. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has complied with applicable provisions of Secretarial standards issued by the Institute of Company Secretaries of India and approved by Government of India under section 118 (10) of the Companies Act, 2013.

25. STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has formulated a policy on prevention of sexual harassment of women at workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year ended 31st March, 2024, the Company has not received any complaints pertaining to sexual harassment.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no subsidiary and associate companies which have become so and ceased as such during the financial year under review. The Company has entered into Joint Venture with M/s Suryadevara Engineers & Contractors, Vijayawada, M/s Qingdao Construction Engineering Group Co. Ltd, and M/s Rapid Net Sports System. The statement containing the salient feature of the JVs is given as Annexure.

27. AUDITORS Statutory Auditors

The present Auditors of the Company, M/s. SARC & Associates, Chartered Accountants (FRN: 006085N), were appointed as Statutory Auditors for a period of 5 year(s) at the Annual General Meeting held on 29th Sept, 2020 to hold the office till the conclusion of 20th Annual General Meeting of the Company to be held in the year 2025.

In pursuant to Companies Amendment Act, 2017, enforced on 7thMay, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s SARC & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report.

Secretarial Auditor

M/s Mehta & Mehta, Company Secretaries, Mumbai were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for FY 2023-24 in the Board Meeting held on 6 May 2023. Secretarial Audit Report (MR-3) is annexed to this report. Secretarial Auditors have made the below mentioned observations:

a. Few Employees Provident Fund payments and filing of returns were delayed during the year.

Management Reply: There are few instances wherein filing was done on time but payment was delayed. the company has duly paid all the dues.

b. It appears that Form MR-1 related to Mr. Ramakrishna Jayachandran''s appointment the date mentioned in the form is 2nd August 2023, which corresponds to the date the board approved the postal ballot notice, rather than the actual board meeting date. Additionally, there is a discrepancy between the tenure of the Managing Director as specified in the board resolution and what is reflected in the MR-1 filing with the Ministry of Corporate Affairs.

Management Reply: It was interpreted that date of board meeting to be mentioned in the Form MR-1 is the one when the directors approved te notice of postal ballot. Discrepancy is typo error. However, the attachments are in line and correct.

c. Financial results for the quarter ended June 30, 2023, were approved in the board meeting held on August 12, 2023, and published in the English newspaper on August 16, 2023 instead August 14, 2023.

Management Reply: Publication matter was sent to publisher on 13 Aug 23, but could not get published due to non-availability of space. 14th Aug 23 was a non working day for the press, as result publication could not happen on 15th August 23 being national holiday. To comply with the provisions in best available way, the financials were published in the English Newspaper on 16th August 23. Publication in the local newspaper was well within time.

Board noted the observations/qualifications made in the report by the Secretarial auditor and desired to strictly adhere to the compliance requirements under the various applicable laws.

Cost Auditors

The Company has appointed M/s Uppalapati & Associates LLP, Cost & Management Accountants, as Cost Auditors as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 for the FY 2023-24.

Internal Auditors

The Company has appointed M/s as Internal Auditor for the year 2023-24. The Company takes up the observations made by the Internal Auditor and adheres to comply with the same. The Company presents a report to the Board on the action taken for the comments raised in the Internal Audit Report. There are no such instances where Internal Audit reports submitted have any material qualifications, reservations or adverse remarks or disclaimers.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report is annexed to this report. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].

29. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at March 31, 2024 is available at www.rkecprojects.com.

30. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled ‘Corporate Governance’ has been included in this Annual Report, along with the Report on ‘Management Discussion and Analysis’. All Board members and Senior Management personnel have affirmed compliance with the code of

conduct for FY2023-24. A declaration to this effect signed by the Chairman and Managing Director of the Company is included in this Annual Report. The Chairman and Managing Director/ Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the Listing Regulations. A certificate from a Practising Company Secretary regarding compliance of conditions of corporate governance is attached to the Corporate Governance Report.

31. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential Voting Rights or Sweat Equity shares or shares under Employee Stock Option Plan (“ESOP”). The Company has not provided any money to its employees for purchase of itsown shares. Hence, the Company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules,2014.

32. LISTING

The equity shares of the company got listed on Main Board of NSE on 18 Dec 2020 from SME platform of NSE and the Company has paid annual listing fees for the year 2023-24.

33. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of the (Listing Obligations Disclosures Requirements) Regulations, 2015 is given as an annexure to this Annual Report.

34. HUMAN RESOURCE AND EMPLOYEE RELATIONS

Your people are your greatest resource. Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section are forming part of Management Discussion and Analysis Report.

35. PREVENTION OF INSIDER TRADING

"Insider Trading" is an unethical practice resorted to by those privy to certain unpublished information relating to the Company to profit at the expense of the general investors who do not have access to such information. The objective of the current Regulations is to prevent "insider trading" by prohibiting dealing, communicating, counseling or procuring "unpublished price sensitive information".

The Company has framed "The Code for Prevention of Insider Trading" as required under regulation 9 of the Securities and Exchange Board of India (Prohibition Of Insider Trading) Regulations, 2015 to be observed by the Directors and Designated Employees in the performance of their duties. The Board of Directors have also adopted the Code of Fair Disclosure for the Company and would ensure that the Management adheres to this code to make the Unpublished Price Sensitive Information of the Company would be made available to the general public as soon as it is possible for the Company to do so. The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring

full confidentiality of all "unpublished price sensitive information" and to build general investor confidence and stakeholder credibility.

36. OTHER DISCLOSURES

a. During the year under review, the Company has not allotted any equity shares with differential voting rights.

b. No frauds were reported by the auditors under sub-section (12) of section 143 of the Act.

c. The Company has complied with applicable Secretarial Standards for Board and General Meetings held during the year under review.

d. The Company has not revised Financial Statements as mentioned under section 131 of the Act.

37. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from valuable Stakeholders, Bankers, Central and State Government Departments, Dealers, Vendors and other Statutory and Regulatory Authorities for their excellent support and help rendered during the year.. The Directors also extend their special appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance and also for their continued commitment, dedication and cooperation.

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Mar 31, 2018

The Directors have pleasure in presenting before you the Thirteenth Annual Report of the Company along with audited annual financial statement for the year ended 31st March, 2018.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, the Company has earned net profit of Rs. 20,35,39,952/-. There is notable increase in profit after tax during the current year comparison to the previous year. Your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31st March, 2018 are as follows:

(Amt in Lac''s)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18
Revenue from operations	23,972.43	19,724.43	23,972.43
Other Income	104.57	t287.72	104.57
Total Income	24,077.00	20,012.16	24,077.00
Less: Expenditure	20,128.68	16,873.06	20,128.68
Profit/(loss) before Interest, Depreciation and Tax	3,948.32	3,139.09	3,948.32
Less: Finance Cost	385.47	840.43	385.47
Less: Depreciation & Amortization Cost	308.77	273.83	308.77
Prior Period Items	-		-
Less: Extraordinary items	-		-
Profit/(loss)Before Tax	3,254.08	2,024.82	3,254.08
Less: Tax Expenses	1,227.48	692.17	1,227.50
Less: Deferred Tax	- 8.79	40.08	- 8.79
Profit/(loss)after Tax	2035.40	1,292.56	2035.37

2. DIVIDEND

During the year under review, your Company has declared interim dividend of 10% (Rs 1.00 per share) amounting to Rs 2,39,90,600 be paid out of the profits of the Company for the year 2017-18 on the equity shares of Company.

Your Directors recommended a Final Dividend @ 10% i.e., Re.1.00 per Equity Share of Rs. 10/each. Aggregating to Rs. 2,89,21,938/- including dividend distribution tax of Rs. 49,31,938/- to be appropriated from the profits of the year 2017-18, subject to the approval of the shareholders (Members) at the ensuing 13th Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

3. CAPITAL STRUCTURE

During the year under review, the paid up share capital of the Company has been increased from Rs. 19,31,26,000/- (Rupees Nineteen Crore Thirty One Lakh Twenty Six Thousand) divided into 1,93,12,600 (One Crore Ninety Three Lakhs Twelve Thousand and Six Hundred) equity shares of R s. 10 each to Rs. 23,99,06,000 (Rupees Twenty Three Crores Ninety Nine Lakhs Six Thousand ) by initial public offer of 46,78,00,000 (Forty Six Lakhs Seventy Eight Thousand) and Offer for Sale of 17,00,000 equity shares at a face value of Rs. 10/- each and a premium of Rs. 35/- each. The aforesaid Equity Shares is listed on NSE-Emerge Platform.

Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

4. CONSOLIDATED FINANCIAL STATENMENT

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Companies Act 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirement) Regulations, 2015. The consolidated Financial Statement has been prepared on the basis of the audited financial statements of the Company RKEC Projects Ltd and its JV Firm as approved by the respective Board of Directors/Management. Pursuant to the provisions of Section 136 of the Act, applicable rules relating to accounting standards, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this annual report.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the Company.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

8. TRANSFER OF PROFITS TO RESERVES

It is not proposed to transfer any amount to reserves from the profits of the current year. Hence, disclosure under Section 134(3)(j) of the Companies Act, 2013 is not required.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

10. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meeting held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluate the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has developed and implemented risk management policy, which is displayed on the Company''s website www.rkecprojects.com .

13. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY

The steps taken or impact on conservation of energy: NA

i. The steps taken by the company for utilizing alternate sources of energy: NA

ii. The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption: NA

i. The benefits derived like product improvement, cost reduction, product development or import substitution: NA

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a) The details of technology imported: NA

b) The year of import: N.A.

c) Whether the technology was fully absorbed: NA

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof N.A.

iv. The expenditure incurred on Research and Development: NA

C. FOREIGN EXCHANGE EARNING & OUT GO:

Foreign Exchange Earning / (Loss): (Rs. 6,56,904/-)

Foreign Exchange Outgo: Rs.4,58,50,259.50 (US$ - 6,99,352)

14. CORPORATE SOCIAL RESPONSIBILITY

A DETAILED OUTLINE OF THE CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY OF THE COMPANY ON CSR ACTIVITIES DURING THE YEAR 2017-18 ARE SET OUT IN ANNEXURE - "A” OF THIS REPORT IN THE FORMAT PRESCRIBED IN THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014. THE CSR POLICY IS AVAILABLE ON THE WEBSITE OF THE COMPANY WWW.RKECPROJECTS.COM.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has made no investment falling under the provision of Section 186 of the Companies Act, 2013 read with rules made there under. The Company has not given loan, guarantee or provided security in connection with the loan to any other body corporate or person. The members are requested to refer the notes to the financial statement which forms the part of the Annual Report for detailed information.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company has entered into contracts or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as "Annexure- B”.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Composition

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the Year
Shri G Radhakrishna	Chairman & Managing Director	Promoter Executive	7	7
Smt G Parvathi Devi	Whole Time Director	Promoter Executive	7	7
Smt G Sita Ratnam	Director	Non Executive	7	6
Vice Admiral Satish Soni PVSM,AVSM, NM (Retd)	Independent Director	Non Executive	7	5
Lt Gen P R Kumar PVSM,AVSM, VSM (Retd)	Independent Director	Non Executive	1	1
Shri Lucas Peter Thalakala (IRS) (Retd)	Independent Director	Non Executive	7	7

ii. Changes in Board during the year

During the year under review, Lt Gen P R Kumar (DIN: 07352541) Independent Director of the Company appointed on 25 Nov, 2016 ceased to be the Director of the Company with effect from 02 June 2017.

iii. Retirement by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Smt. G Parvathi Devi (DIN: 00094961) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Your Directors recommend her reappointment.

iv. Key Managerial Personnel

In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2018 are as follows:

(a) Shri G Radhakrishna (DIN: 00073080) : Managing Director

(b) Smt G Parvathi Devi (DIN: 00094961) : Whole Time Director

(c) Brig G S Narayana VSM (Retd) (PAN: AEAPG2848A) : Chief Financial Officer

(d) Ms Swapna Bansode (PAN: CAAPB2096P): Company Secretary & Compliance Officer

v. Number of Board Meetings

The Board met 7 times in the Financial Year 2017-18 viz, 02 Jun 2017, 03 Jul 2017, 24 Aug 2017, 18 Sept 2017, 04 Oct 2017, 13 Nov 2017, 12 Mar 2018.

Details of Directors as on 31 Mar 2018 and their attendance at the Board Meetings and Annual General Meeting (AGM) during the Financial Year 2017-18 are given below:

vi. Statement on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

vii. Declarations by Independent Directors & Their Separate Meeting

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. The directors had 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 the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

III. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The directors had prepared the annual accounts on a going concern basis.

V. 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.

VI. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

S.No.	Name of the Member	Category	Designation	No. of Committee Meeting held during the year	No. of Committee Meeting attended during the year
1.	Shri Lucas Peter Thalakala (IRS) (Retd)	Independent Director	Chairman	4	4
2.	Vice Admiral Satish Soni PVSM, AVSM, NM (Retd)	Independent Director	Member	4	4
3.	Shri G Radhakrishna	Managing Director	Member	4	4

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2018, the Audit Committee met Four (4) times on 02 June 2017, 24 Aug 2017, 13 Nov 2017 and 12 March 2018.

20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. The said policy is also available on the website of the Company at www.rkecprojects.com.

21. DETAILS OF INVESTOR''S GRIEVANCES/ COMPLAINTS:

The Company has received one complaint during the year which has been resolved. The pending complaints of the Shareholders/ Investors registered with SEBI at the end of the current financial year ended on 31st March, 2018 are NIL.

There were no pending requests for share transfer/dematerialization of shares as on 31st August 2018.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

23. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There was no complaint received during the year, under the sexual harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has entered into Joint Venture with M/s. Suryadevara Engineers & Contractors, Vijayawada and "Qingdao Construction Engineering Group Co. Ltd." The statement containing the salient feature of the JV is given as "Annexure - C”

25. AUDITORS

i. STATUTORY AUDITORS

The present Auditors of the Company M/s. Brahmananda Reddy & Associates, Chartered Accountants, were appointed as Statutory Auditors for a period of 5 year(s) at the Annual General Meeting held on 23rd Sept, 2017 to hold the office till the conclusion of 17th Annual General Meeting of the Company to be held in the year 2022.

In pursuant to Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Bramhananda Reddy & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

ii. SECRETARIAL AUDITOR

M/s. P N Rao & Co, Company Secretaries, Visakhapatnam were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for F.Y. 2017-18. The secretarial audit report given by M/s. P N Rao & Co, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-D"

There were no adverse remarks made by Secretarial Auditor of the Company except non spending of CSR Expenditure in their report.

iii. COST AUDITORS

The Company has appointed the Shri Uppalapati Prakash as Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as "Annexure - E". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. ANNUAL REPORT

Pursuant to the provisions in sub section (3) of Section 92 has been placed on the website of the Company. www.rkecprojects.com.

28. CORPORATE GOVERNANCE

Your Company has been complying with the principals of Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange. Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

29. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

30. LISTING

The equity shares of the company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid annual listing fees for the year 2018-19.

31. IPO Proceeds Utilization:

"During the year ended 31 March 2018, the Company had completed the initial public offer (IPO), the proceeds from IPO was Rs. 21,05,10,000 to the company: Details of utilization of IPO proceeds are as follows:"

a) IPO Expenses net of recovery from selling shareholders : Rs. 2,08,31,989.

b) General corporate purposes - Working capital: Rs. 18,96,78,011.

32. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an annexure to this report.

33. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

BY ORDER OF THE BOARD OF DIRECTORS

FOR RKEC PROJECTS LIMITED

Sd/-

G Radhakrishna

Chairman & Managing Director Date : 31 Aug 2018

DIN (00073080) Place: Visakhapatnam