remidicherla - annual report-2010-2011-text€¦ · a report on corporate governance along with...

Contents

1. Corporate Information

2. Notice

3. Director’s Report

4. Management Discussion and Analysis

5. Corporate Governance Report

6. Managing Director's Certificate

7. Auditor’s Report

8. Balance Sheet

9. Profit and Loss Account

10. Cash Flow Statement

11. Schedules to Accounts

12. Notes to Accounts

13. Auditors report on Corporate Governance

14. Balance Sheet Abstract

15. Proxy Form & Attendance Slip

16. Green Initiative on Corporate Governance

1

th28 ANNUAL REPORT 2010 - 2011

CORPORATE INFORMATION

Board of Directors:

1. M. Srinivasa Reddy -- Managing Director

2. P. Priyanka -- Executive Director

3. Indukuri Srinivasa Raju -- Independent Director

4. Kamala Kumar Pothapragada -- Independent Director

5. Mudunuri Veera Venkata Ramana -- Independent Director

6. Krishna Kanth Varma -- Independent Director

7. Koti Reddy Somala -- Independent Director

8. Swapna Chaparala -- Independent Director

Pemmaraju Satish -- Company Secretary and Compliance Officer

Registered Office:

Remidicherla House, Flat No. 401,

CPR Brundavan, Near Nectar Garden,

Madhapur, Hyderabad – 500 081.

Auditors:

K. Prahlada Rao & Co

Chartered Accountants

1-1-401/ 2/A, Gandhi Nagar

Hyderabad - 500 080

Andhra Pradesh.

Audit Committee:

1) Indukuri Srinivasa Raju

2) Koti Reddy Somala

3) Mudunuri Veera Venkata Ramana Varma

Remuneration Committee:

1) Kamala Kumar Pothapragada

2) Koti Reddy Somala


Investor Grievance Committee:


2) M. Srinivasa Reddy

3) P. Priyanka

Bankers:

1) Axis Bank 2) Union Bank of India 3) State Bank of India

Registrar & Share Transfer Agents:

Venture Capital and Corporate Investments Private Limited2


NOTICE

Notice is hereby given that the Twenty Eighth Annual General Meeting of the Members of M/S REMIDICHERLA INFRA &

POWER LIMITED will be held on Thursday 29th September, 2011 at 11.00 A.M. at Remidicherla House, Flat No. 401, CPR

Brundavan, Near Nectar Garden, Madhapur, Hyderabad – 500 081. Hyderabad – 500 081, to transact the following

business:

ORDINARY BUSINESS:

1. ADOPTION OF AUDITED ACCOUNTS AND REPORTS

To receive, consider and adopt the Balance Sheet as at 31st March, 2011, the Profit and Loss Account for the year ended as

on that date, Directors' Report and Auditors' Report thereon.

2. APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

a) To appoint Directors in place of Mr. Kamala Kumar Pothapragada who retires by rotation and being eligible offer himself

for reappointment.

b) To appoint Directors in place of Mr. Krishna Kanth Varma who retires by rotation and being eligible offer himself for

reappointment.

3. APPOINTMENT OF AUDITORS

To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without

modification(s), the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 224, 225 and other applicable provisions, if any, of the Companies

Act, 1956, M/s. K. Prahlada Rao & Co., Chartered Accountants, Hyderabad M/s. K. Prahlada Rao & Co., Chartered

Accountants, Hyderabad be appointed as Statutory Auditors of the Company to hold office from the conclusion of this

Meeting until the conclusion of next Annual General Meeting of the Company on a remuneration to be fixed by the Board of

Directors of the Company, in consultation with the Auditors of the Company.

By the Order Of the Board

for REMIDICHERLA INFRA & POWER LIMITED

PLACE: Hyderabad M.SRINIVASAREDDY

DATE: 03 September 2011 MANAGING DIRECTOR 3

Sd/-


NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more Proxies to attend and vote on

a pollinstead of him.

2. The Proxy need not be a member of the Company.

3. Should any member choose to exercise his right of appointing a Proxy, the Proxy Form attached herewith should be

duly completed and should be deposited at the Registered Office of the Company not less than 48 Hours before

the time of holding of the meeting.

4. Member/Proxies should bring the Attendance Slip duly filled in for the attending the meeting.

5. Members are requested to bring their copies of the report and accounts of the Company.

6. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday

the 27th September 2011 to Thursday the 29th September, 2011 (both days inclusive).

7. As part of Green Initiative in Corporate Governance the Ministry of Corporate Affairs (MCA), Government of India

vide its Circular has allowed paperless compliances by Companies inter-alia stating that if the Company sends

official documents to their shareholders electronically, it will be in compliance with the provisions of Section 53 of

the Companies Act, 1956. Keeping in view shareholders are requested to update their E-Mail ID with their DP.

4


DIRECTORS' REPORT

The Directors of your Company have pleasure in presenting to you the 28th Annual Report on the business & operations of

the company and Audited Statement of Accounts for the year ended 31st March, 2011 along with the Auditor's Report

thereon.

FINANCIAL RESULTS :

OPERATIONS

During the year under review the total turnover is Rs.1428.96 Lakhs as against Rs. 47.64Lakhs in the previous year and the

Net Profit for the year was Rs.30.76Lakhs as against a Profit of Rs. 1.29 Lakhs for the previous year registering a rapid

growth in the progress of the company .

DIVIDEND

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the

year.

DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company

The directors Mr. Kamala Kumar Pothapragada and Mr Krishna Kanth Varma retire by rotation and are eligible for re-

appointment.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of section 58A of the Companies Act, 1956 are not

applicable to the Company.

5

Particulars 2010-11 2009-10 Net Sales / Income 1428.96 47.64

Total Expenditure 1365.90 44.88

Gross Operating Profit before interest& tax

63.06 2.76

Interest and Financial Charges

4.81 0.00

Depreciation 0.07 1.45

Profit before Tax/Loss 44.50 1.29 Provision for Tax 13.74 0.00

Net Profit After Taxation

30.75 1.29

Lakhs.


DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

a) That in the preparation of the annual accounts, the applicable Accounting standards have been followed.

b) That 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;

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, 1956 for safeguarding the assets of the company and for preventing

and detecting fraud and other irregularities; and

d) That the Directors had prepared the accounts for the year ended 31st March, 2011 on a 'going concern' basis.

LISTING:

The Equity shares of your company are listed on The Bombay Stock Exchange Limited.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and senior management and the compliance of the same has

been affirmed by them.

AUDITORS:

Members are informed that M/s. K. Prahlada Rao & Co., Chartered Accountants , Hyderabad was appointed as Statutory

Auditors of the company in the EGM held on 01.10.2010 in the place of S. Kishore Kumar, Chartered Accountants ,

Hyderabad. They are eligible for reappointment as statutory auditor for the financial year 2011-2012. They have furnished a

certificate to the effect that their re-reappointment, if made, would be within the limit prescribed under section 224(1B) of the

Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the

Companies Act, 1956. Your Board recommends their appointment.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with Compliance Certificate of the Auditors is annexed hereto.

6


EMPLOYEE RELATIONS

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels of

the company for their excellent support and contribution at all times.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the

Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies

(amendment) Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. Conservation of Energy, Power : Adequate measures have been taken to

conserve energy wherever possible.

B. Research & Development : The company has commenced its activities recently hence nothing

has been undertaken in the areas research & development.

C. Foreign Exchange Earnings : Nil

D. Foreign Exchange Outgo : Nil

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Government authorities, and also for the support and co-

operation received from the Bankers of the company, Shareholders, Auditors, Customers, vendors, business associates and

Staff of the Company for their valued support during the year under review.

By order of the Board


Place: Hyderabad Sd/-

Date: 03 September 2011 M SRINIVASA REDDY

MANAGING DIRECTOR7


MANAGEMENT DISCUSSION AND ANALYSIS

Indian Economy Highlights

India posted a solid growth of 8.6% over the fiscal year2010/2011, compared to the real GDP growth of 7.4%during the

previous fiscal.

However, India's economy grew by just 7.8 per cent in the fourth quarter ended March this fiscal against 9.4 per cent in the

same three month period of the previous fiscal, mainly due to poor performance of the manufacturing sector. Our country's

manufacturing sector growth also slowed down to 8.3per cent in the 2010-11 financial year from 8.8 per cent in2009-10.

During the quarter ended March 31, 2011,manufacturing sector growth slowed down to 5.5 percent from 15.2 per cent in the

same quarter of 2009-10.Growth of the mining and quarrying sector also slowed down to 5.8 per cent in 2010-11 from 6.9 per

cent in2009-10. Electricity, gas and water supply segment grew by 5.7 per cent last fiscal compared with 6.4 per cent in2009-

10. However, services including banking and insurance grew by 9 per cent in the March quarter of2010-11 fiscal compared

with 6.3 per cent in the corresponding period last fiscal. Farm output showed tremendous improvement, growing at 7.5

percent during the quarter under review, compared to a meager 1.1 per cent in the same three-month period last year.

The agriculture and allied sectors grew by 6.6 percent during the fiscal against a meager 0.4 per cent in the previous year. IIP

Growth down to 7.8% .The cumulative growth for the period April - March, 2010-11 stands at 7.8% as compared to 10.5%

during FY2009-10. The Indices of Industrial Production for the Mining, Manufacturing and Electricity sectors for the month of

March 2011 were 236.1, 438.5, and 280.2 respectively, with the corresponding growth rates of0.2%, 7.9% and 7.2% as

compared to March 2010.

The cumulative growth during April-March,2010-11 over the corresponding period of 2009-10 in these three sectors have

been 5.9%, 8.1% and 5.6% respectively, which moved the overall growth in the General Index to 7.8%.

As per Use-based classification, the sectoral growth rates in March 2011 over March 2010 are 4.3% in Basic goods, 12.9% in

Capital goods and 5.4% in Intermediate goods. The Consumer durables and Consumer non-durables have recorded growth

of 12.3% and 5.7% respectively, with the overall growth in Consumer goods being 7.7%Higher Exports lead to lower deficit

India's exports during April-March 2010-11 was US $245.9 billion (Rs 1118822.85 crores) as against US $ 178.8 billion (Rs.

845533.62 crores) registering a growth of37.5% in Dollar terms and 32.3% in Rupee terms over the same period last year.

Imports for the same period were US $ 350.7 billion (Rs.1596869.37 crores) as against US $288.4 billion (Rs.1363735.55

crores) registering a growth of 21.6% in Dollar terms and 17.1% in Rupee terms over the same period.

Oil imports during April-March, 2010-11 were valued at US$ 101.7 billion which was 16.7% higher than the oil imports of US $

87.1 billion in the corresponding period last year. Non-oil imports during April - March, 2010-11were valued at US$ 249.0

billion which was 23.7% higher than the level of such imports valued at US$ 201.2 billion in April-March,2009-10.

The trade deficit for April - March, 2010-11 was estimated at US $ 104.8 billion which was lower than the deficit of US $ 109.6

billion during April -March, 2009-10.8


Forward Looking Statements:-

1) Receipt of Project:-

Your company during the year has received Infrastructure projects worth Rs.468 Crores in Andhra pradesh and outside

Andhra pradesh for road widening and express highway works.

2) Change of Name of company:-

The company amended the other objects clause of the Memorandum and Articles of Association of the Company by adding

Healthcare and Entertainment businesses etc also as per regulators suggestions request for change of name is filed with

Registrar of Companies- Andhra Pradesh , name applied is “MSR India Limited”

3) Receipt of Grant for Mines and Quarry Business:-

The Government of Andhra Pradesh, Director of Mines and Geology has granted approval for Quarry Lease for Color

Graphite at Peepalpahad Village, Chottuppal Mandal, Nalgonda District in favor of the company subject to the satisfaction of

AP Minor Mineral Concession Rules, 1996 and Granite Conservation and Development Rules and latest amendments

thereon.

4) Change of Other Objects of Memorandum of Association:

The company by way of conducting postal ballot has amended the Other Objects clause in the Memorandum of Association

by incorporating new business such as health care, entertainment, alcohol, education etc.

Also your Board of Directors have plans for exploring business possibilities in Granite and limestone mining across Andhra

Pradesh.

Due to the above developments your Board of Directors are confident of growth prospects for the coming years.9


HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

The Company recognizes the importance and contribution of the employees. Human Resource is viewed to be as one of the

most important factor in the growth process with a view to cross further frontiers in business performance, the Company

strives to organize training modules for understanding and improving the core skills of the employees. It is the continuous

effort by the Company that helps to provide the right environment in order to maximize team efforts while exploiting individual

growth potential in the right manner.

The Directors record their appreciation of the support and continued contribution of all employees towards the growth of the

Company.

INTERNAL CONTROL SYSTEMS:

The Company has adequate internal control systems commensurate with the size and the nature of business of the

Company.

The internal control system is constantly assessed and strengthened with tighter control procedures. The internal control

systems ensure effectively of operations, compliance with internal policies and applicable laws and regulations, protection of

resources and assets, and accurate reporting of financial transactions.

The audit committee periodically reviews the adequacy and efficacy of the said internal control systems. All the issues

relating to internal control systems are resolved by the audit committee.

FUTURE OUTLOOK:

Your Directors are confident of growth in the business opportunities of the company after diversification of the objects. A part

from routine business of construction, infrastructure projects your Board of Directors have plans for exploring business

possibilities in Granite and limestone mining across Andhra Pradesh.

Our engineers have the required experience to adapt to the needs of our clients & the technical requirements of the diverse

projects we undertake. Further, our technical expertise enables us to position ourselves better to deal with construction risk.

We have qualified and motivated workforce consisting of general managers, managers, engineers, technical staff and non-

technical staff. The skill sets of our employees give us the flexibility to adapt to the needs of our clients and the technical

requirements of the various projects that we undertake. Our management team is well qualified and experienced and is

responsible for the growth in our business operations. We are dedicated to the professional development of our employees

and continue to invest in them to ensure that they have the necessary skills.10


REPORT ON CORPORATE GOVERNANCE

(Forming part of Directors' Report)

I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company seeks to adopt good corporate governance practices and to ensure compliance with all relevant laws and

regulations. The Company conducts its activities in a manner that is fair and transparent and also perceived to be such by

others.

II. BOARD OF DIRECTORS

As on March 31, 2011, Remidicherla Infra & Power Limited Board consists of 8 Members of whom 6 are Non-Executive

Independent Directors. The Composition of the Board is in conformity with the listing requirements.

11

Sl. No.Name & Category

No. of the DirectorsNo. of Directorships held in

other public companies

No. of Memberships / Chairmanships held in

Committees of other companies

1 1

2

3

4

5

6

7

8

Sri M Srinivasa ReddyPromoter Executive

Ms P PriyankaExecutive Director

Sri S K ReddyIndependent Director

Sri P Kamala Kumar Independent Director

Sri I Srinivasa Raju Independent Director

Sri Krishna Kanth VarmaIndependent Director

Sri Mudunuri Veera Venkata Ramana VarmaIndependent Director

Swapna ChaparalaIndependent Director

NIL

1

NIL

NIL

NIL

NIL

NIL

2

NIL

NIL

NIL

1

NIL

NIL

NIL


Name of the Directors

No. of Board Meetings Held during the tenure of the Director

No. of Board Meetings attended by the Director

Whether present at the previous AGM

Sri M Srinivasa Reddy Promoter Executive

9 9 Yes

Ms P Priyanka Executive Director

9 8

Yes

Sri S K Reddy Independent Director

9 5

Yes

Sri P Kamala Kumar Independent Director

9 6

Yes

Sri I Srinivasa Raju Independent Director

9 8

Yes Sri Krishna Kanth Varma Independent Director

9 8

Yes Sri Mudunuri Veera Venkata RamanaVarma Independent Director

9

5

Yes Swapna Chaparala Independent Director

9 2

No

BOARD MEETINGS:

The Board of Directors met 9 times during the year on 30.04.2010, 13.05.2010, 31.05.2010, 07.07.2010, 14.08.2011,

1.09.2010, 18.10.2010, 15.11.2010 and 14.02.2011 and the maximum gap between any two meetings was less than four

months, as stipulated under Clause 49.

The details of directors' attendance at Board Meetings, AGM and details of other directorships, committee

chairmanships/memberships held by the Directors during the year are as follows:

III. AUDIT COMMITTEE:

Composition, meetings and the attendance during the year:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the

composition of the Audit Committee. During the financial year 2010-2011, (4) four meetings of the Audit Committee were held

on the 10.05.2010, 06.08.2010, 05.11.2010 and 09.02.2011.12


13

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Terms of reference:

The terms of reference of the Audit Committee includes:

- To review the internal control systems

- To review Quarterly and Half-yearly results

- To review the accounting and financial policies and practices

- To review reports furnished by the internal and statutory auditors, and ensure that suitable follow-up action is taken.

IV. REMUNERATION COMMITTEE:

The details of composition of the Committee are given below:

NED (I):Non Executive Independent Director

Name Designation CategoryNo. of meetings

attended

Mr. S K Reddy Chairman

Member

NED (I)

NED (I)

NED (I)

4

4

4Sri I Srinivasa Raju

Sri Mudunuri Veera Venkata Ramana Varma.

Member

Name Designation Category

Sri. S K Reddy Chairman

Member

NED (I)

NED (I)

NED (I)

Sri I Srinivasa Raju

Sri. P .Kamala Kumar Member


Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing

Director/Whole Time Director of the Company and while approving:

• To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past

performance, past remuneration etc.

• To bring out objectivity in determining the remuneration package while striking a balance between the interest of the

Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution

and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities

shouldered, individual performance etc.

The details of remuneration paid to the Executive Directors for the financial year 2010-11 are given below:

Sri M Srinivasa Reddy : NIL

Ms P Priyanka : Rs.3 lakhs p.a

V. SHAREHOLDERS / INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE

Composition, meetings and the attendance during the year:

The Shareholders/Investors Grievance Committee was constituted to look into the redressing of Shareholders and Investors

complaints concerning transfer of shares, non receipt of Annual Reports, and non receipt of Dividend and other allied

complaints.

The Details of composition of the Committee and attendance of the members at the meetings are given below:

14

Name of the Director Designation Category Mr.M Srinivasa Reddy Chairman ED (I)

Mr. P Priyanka Member ED (I)

Mr. I Srinivasa Raju Member NED


The Company has designated an exclusive e-mail ID called [email protected] for redressal of shareholders'

complaints/grievances.

Complaints received and redressed by the Company during the financial year:

During the year no complaints were received.

VI. GENERAL BODY MEETINGS

Details of location, date and time of Annual General Meetings held during the last three years:

15

Financial Year

Venue Date and Time

2007-2008 6-3-659, Kapadia Lane, Somajiguda, Hyderabad – 500 082

30.09.2008 11.00 AM

2008-2009

6-3-659, Kapadia Lane, Somajiguda, Hyderabad – 500 082 29.09.2009 11.00 AM

2009-2010 ‘Remidicherla House CPR Brundavan, Flat No.401, Near Nectar Garden, Madhapur, Hyderabad – 500 081

29.09.2010 9.30 AM

- No Special Resolutions were passed in the 25th and 26th Annual General Meetings

held on 29.09.2009 and 30.09.2008 respectively except.

- Special Resolutions for the appointment of Sri. M. Srinivasa Reddy, Ms. P. Priyanka, Sri. I. Srinivasa Raju, Sri. Kamala

Kumar Pothapragada, Sri. M. Veera Venkata Ramana, Sri. Krishna Kanth Varma, Sri. S.K. Reddy and Swapna Chaparala

as Additional Directors were passed in the 27th Annual General Meeting held on

29.09.2010

VII. OTHER DISCLOSURES

(a) There were no significant related party transactions that may have potential conflict with the interests of the

Company at large.

(b) In the preparation of financial statements, no treatment materially different from that prescribed in Accounting

Standards had been followed.

(c) There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory

authority on any matter related to capital markets at any time during the last 3 years.

(d) The Company has complied with all the mandatory requirements of Clause 49. As regards the non-mandatory

requirements, the extent of compliance has been stated in this report against each item.

(e) There were no material pecuniary relationships or transactions of the non-executive directors vis-à-vis the

Company, other than payment of Board fees/commission and investments (if any) in shares / securities of the Company.

(f) Managing Director and Chief Financial Officer of the Company have furnished the requisite Certificates to the Board

of Directors under Clause 49 of the Listing Agreement.


16

VIII. MEANS OF COMMUNICATION

The company has a website www.remidicherlapower.com where all the official news releases and the developments that are

taking place in relation to the company are updated and displayed.

IX. GENERAL SHAREHOLDERS INFORMATION

a) 28th Annual General Meeting:

b) Book Closure Date : 27th September 2011 to 29th

September 2011(both days inclusive)

c) Financial Year and Calendar (Tentative) 2010-11:

The Company follows April to March as its Financial Year. The results of every quarter beginning from April are declared in the

first month following each quarter as follows:

Date and Time

29th September 2011, at 11.00AM

Venue

Remidicherla House, Flat No. 401, CPR Brundavan, Near Nectar Garden, Madhapur, Hyderabad – 500 081. Hyderabad – 500 081

Financial Reporting for 2011-2012 (tentative)

The First Quarter results On or before 14.08.2011

The Second quarter results On or before 14.11.2011

The Third quarter results On or before 14.02.2012

The Fourth quarter results On or before 15.05.2012

Financial Calendar

d) Listing on Stock Exchanges :Bombay Stock Exchange Limited

e) Listing Fees : Listing fee for the year 2011-12has been paid

f) Stock Code : For Equity Shares: 508922

g) ISIN No. : For equity shares: ISIN331L01018


17

h) Stock Price Data: The monthly high / low prices of shares of the Company from 18th May 2010 to 31st March, 2011 at

Bombay Stock Exchange.

Month High (Rs.)

Low (Rs.)

18 May, 2010 60.20 50.00

June, 2010 60.20 50.00

July, 2010 60.20 50.00 August, 2010 60.20 50.00

September, 2010

60.20 50.00

October, 2010 60.20 50.00 November, 2010 60.20 50.00

December, 2010 60.20 50.00

January, 2011 60.20 50.00 February, 2011 60.20 50.00

March, 2011 60.20 50.00

i) Registrar & Share Transfer Agents (for shares held in both physical and demat mode):

Venture Capital and Corporate Investments Private Limited

12-10-167, Bharat Nagar, Hyderabad -500018

Phones: 040-23818475, 23818476, 23868023,

Fax: 040-23868024

Email:

j) Share Transfer System:

The Physical shares transfers are processed and the share certificates are returned to the shareholders within a maximum

period of one month from the date of receipt, subject to the document being valid and complete in all respects.

Any transferee who wishes to demat the shares may approach a Depository Participant along with a duly filled Demat

Request Form, who shall, no the basis of the Share Certificate, generate a demat request and send the same to the Registrar

and Share Transfer Agents (RTA). On receipt, the Depository Registrar confirms the request.

All the requests for Dematerialization and shares are processed and the confirmation is given to the respective Depositories

i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with in 21 days

on receipt.

[email protected]

Website: www.vccilindia.com


mailto:[email protected]

http://www.vccilindia.com

18

k) Shareholding Pattern as on 31st March, 2011:

Particulars Category No. of shares held

Percentage of shareholding

A Shareholding of Promoter and promoter group

1. Promoters & Persons acting in concert

179051 74.60

Sub- Total A 179051 74.60

B Public Shareholding

1. Institutions NIL NIL

2. Non- Institutions

a) Indian public and others 60949 25.40

Sub Total B 60949 25.40

Grand Total (A+B) 240000 100

l) Dematerialization of Shares:

The Company's shares are dematerialized on National Securities Depositories Limited (NSDL) and Central Depository

Services (India) Limited.

m) Address for Investors Correspondence:

The Shareholders may correspond with the Company for the redressal of their grievances, if any to the registered office of the

company.

'Remidicherla House CPR Brundavan,

Flat No.401, Near Nectar Garden,

Madhapur, Hyderabad – 500 081

n) CEO Certification:

As required by the clause 49 (V) of the Listing Agreement, the certificate from CEO was placed before the Board of Directors

at their meeting held on 03rd September, 2011.

o) Compliance Certificate of the Auditors:

The Statutory Auditor has certified that the company has complied with the conditions of the Corporate Governance as

stipulated in clause 49 of the listing agreement and the same forms part of the Annual Report. The Certificate from the

statutory auditor will be sent to the stock exchange along with the Annual Report of the Company.

For and on behalf of the Board of

REMIDICHERLA INFRA & POWER LIMITED

Sd/-

Place: Hyderabad M Srinivasa Reddy

Date:03 September2011 Managing Director


19

DECLARATION

To

The Members of Remidicherla Infra & Power Limited

This is to declare that the Code of Conduct envisaged by the Company for members of the Board and the Senior

Management Personnel have been complied with by all the members of the Board and the Senior Management Personnel of

the Company respectively.

For and on behalf of the Board of


Place: Hyderabad Sd/-

M Srinivasa Reddy Date:03rdSeptember2011

Managing Director


MANAGING DIRECTORS CERTIFICATION

I have reviewed the financial statements, read with the cash flow statement of Remidicherla Infra & Power for the year ended

March 31, 2011 and that to the best of my knowledge and belief, I state that:

a) (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that

may be misleading.

(ii) These statements present true and fair view of the company's affairs and are in compliance with current accounting

standards, applicable laws and regulations.

b) These are, to the best of my knowledge and belief, no transaction entered into by the company during the year which are

fraudulent, illegal or in violation of the company's Code of Conduct.

c) I accept responsibility for establishing and maintaining internal controls for financial reporting. I have evaluating the

effectiveness of internal control systems of the company and have disclosed to the auditors and audit committee deficiencies

in the design or operation of internal control, if any, and steps taken or proposed to be taken for rectifying these deficiencies.

d) I have indicated to the auditors and audit committee:

(i) Significant changes in accounting policies made during the year and that the same haven disclosed suitably in the notes to

the financial statements; and

(ii) There are no instances of fraud involving the management or an employee.

BY ORDER OF THE BOARD for REMIDICHERLA INFRA & POWER LIMITED

Hyderabad . Sd/-

03.09.2011 M. SRINIVASA REDDY

MANAGING DIRECTOR

20


AUDITORS' REPORT

To

The Members of


1. I have audited the attached Balance Sheet of “REMIDICHERLA INFRA & POWER LIMITED” Hyderabad as at 31st March

2011, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These

financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on

these financial statements based on my audit.

2. I conducted my audit in accordance with Auditing Standards generally accepted in India. Those Standards require that I

plan and perform the audit to obtain reasonable assurance about whether the financial statements are of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a

reasonable basis for my opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of

Section 227(4A) of the Companies Act, 1956, I enclose in the annexure a statement on the matters specified in paragraphs 4

and 5 of the said order.

4. Further to my comments in the annexure referred to above, I report that:

i. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for

the purposes of my audit.

ii. In my opinion, proper books of account as required by Law have been kept by the company so far as, appears from my

examination of the books.

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with

the Books of account of the Company.

21


iv. In my opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with

the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representation from the directors as on 31st March, 2011 and taken on record by the Board of

Directors, I report that none of the Director is disqualified as on 31st March, 2011 from being appointed as a Director in terms

of Clause (g) of sub-section (1) of Section 274 of the Companies act, 1956.

vi. In my opinion and to the best of my information and according to the explanations given to me, the said accounts read

with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India:

vii. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; and

viii. In the case of the Profit and Loss Account, of the profit for the period ended on that date.

ix. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For K.Prahlada Rao & Co


K.Prahlada Rao

Partner

M.No:018477.

Place: Hyderabad

Date 29.07.2011

22

Sd/-


ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of my report of even date

i. In respect of Fixed Assets:

a) The Company has Maintained proper records showing full particulars including quantitative details and situation of

Fixed Assets.

b) As explained to us, the fixed assets have been physically verified by the management at regular intervals during the

year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material

discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of any substantial part of fixed assets during the year.

ii. In respect of Inventory:

a) As explained to me, Company does not have any inventory and hence para 4(ii) of the Companies (Auditor's Report)

Order 2003 is not attracted.

iii. In respect of Loans given and taken:

According to the information and explanations given to me, the Company has not granted loans or taken loans (Secured or

unsecured) to/from the Companies, firms or other parties listed in the Registers maintained U/s. 301 of the Companies Act,

1956.

iv. In my opinion and according to the information and explanations given to us, there are adequate internal control

procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed

assets and also for the sale of goods.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956:

In my opinion and according to the information and explanations given to me, there are no transactions made in pursuance of

contracts or arrangements, which needed to be entered into in the register maintained under Section 301 of the Companies

Act, 1956, hence Para 4(v) of the Companies (Auditor's Report) Order 2003 is not attracted.

vi. In my opinion and according to the information and explanations given to me the company has not accepted any

deposits from the public and therefore the provisions of Sec. 58 A and 58AA of the Companies Act, 1956 and Rules there

under are not applicable to the Company.23


vii. In my opinion and according to the information and explanations given to me, the Company does not have internal audit

system commensurate with its size and nature of the business. I have been informed by the company that, they are in the

process of appointing internal auditors to commensurate with its size and nature of the business.

viii. As per the information and explanations provided to me, the Central Government has not prescribed the maintenance

of Cost Records under Section 209(1) (d) of the Companies Act, 1956 in respect of activities carried out by the company.

ix. In respect of Statutory dues:

a) According to the records of the Company undisputed statutory dues have been regularly deposited with the appropriate

authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the

aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming

payable.

b) As per the information and explanations provided to me, there are no statutory dues of any nature, which have not been

deposited on account of any dispute.

x. The accumulated losses of the Company are more than 50% of its net worth. The company has not incurred cash loss

during the financial year covered by my Audit. However the company incurred cash loss in the financial year, immediately

preceding the financial year under review.

xi. Based on my audit procedures and as per the information and explanations given to me by the management, I am of the

opinion, that the company has not taken any loans from Banks or financial institutions, hence Para 4(xiv) of the Companies

(Auditor's Report) Order, 2003 is not attracted.

xii. According to the information and explanations given to me, the company has not granted any loans and advances on

the basis of security by way of pledge of shares, debentures and other securities.

xiii. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Society are not applicable

to the Company.

xiv. In our opinion and according to the information and explanations given to me, the Company is not dealing or trading in

shares, securities, debentures and other investments. Accordingly Provisions of Paragraph 4 (xiv) of the Companies

(Auditor's Report) Order, 2003 are not applicable to this company.

xv. According to the information and explanations given to me, the Company has not given any guarantee for loans taken

by others from banks and financial institutions.

24


xvi. According to information and explanations given to me, in my opinion the company has not obtained any term loans

from during the year.

xvii. According to information and explanations given to me and on an overall examination of the Balance Sheet of the

Company, I report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds

have been used to finance short-term assets except permanent working capital.

xviii. The company has not made any preferential allotment of shares to parties and companies covered in the register

maintained under Section 301 of the Companies Act, 1956, during the year.

xix. According to the information and explanations given tome the company has not issued any debentures during the

period covered by our audit report.

xx. The Company has not raised money by way of public issue during the year. Accordingly Provisions of Paragraph 4

(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to this company.

xxi. To the best of our knowledge and belief and according to the information and explanations given to me, no fraud on or

by the company has been noticed or reported during the year.

For K.Prahlada Rao & Co


K.Prahlada Rao

Partner

M.No:018477.

Place: Hyderabad

Date 29.07.2011

25


Sd/-

26

Amount in

Rs.

PARATICULARS SCHEDULE AS AT

31.03.2011 31.03.2010

SOURCES:

Share Holders' Funds 1 30,222,000 3,500,000

Reserves & Surplus 2 943,780 -

Unsecured Loans 3 16,611,264 -

Deferred Tax Liability 4 992 -

47,778,037 3,500,000

APPLICATION:

Fixed Assets 5

Gross Block 4,257,868 1,562,500

Less:Accumulated Depreciation 1,547,970 1,540,498

Net Fixed Assets 2,709,898 22,002

Net current assets 6 44,015,138 (57,186)

Profit & Loss A/c. 2 - 2,131,184

Miscellaneous expenditure 7 1,053,000 1,404,000

(to the extent not w.off)

Total 47,778,036 3,500,000

NOTES ON ACCOUNTS 8

Vide our Report of even date

for K.PRAHLADA RAO & CO On behalf of the Board

Chartered Accountants Sd/- M.SRINIVASA

REDDY

Sd/- I.SRINIVASA

RAJU

Managing Director Director

K.PRAHLADA RAO

Partner

M.No.018477

Place:Hyderabad

Date:29.07.2011

M/S.REMIDICHERLA INFRA AND POWER LIMITED BALANCE SHEET AS AT 31.03.2011


27

M/S.REMIDICHERLA INFRA AND POWER LIMITED

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2011

Amount in

Rs.

PARTICULARS SCHEDULE FOR THE YEAR ENDED

31.03.2011 31.03.2010

INCOME:

Construction Receipts 130,006,343 4,690,000

Sales 11,713,933

Other Income - 73,582 Increas/(decrease) in

Invenotory 9 1,175,500 -

Total 142,895,776 4,763,582

EXPENDITURE:

Cost of Construction & Sales 127,110,194 4,065,645

Adminstrative Expenses 10 10,495,385 72,537

Depreciation 5 7,472 144,817

Financial expenses 11 481,426 238

Miscellaneous exp. W.off 7 351,000 351,000

Total 138,445,477 4,634,237

Net Profit/(Loss) before taxation 4,450,299 129,345

Less:Provision for Income Tax

- Current year Tax 1,374,343 -

- Deferred Tax 992

Total 1,375,335 -

Net Profit after Taxation 3,074,964 129,345

Add:Balance B/F (2,131,184) (2,260,529)

Total 943,780 (2,131,184) (Transfer to Profit and loss account)

NOTES ON ACCOUNTS 8

Vide our Repor t of even date

for K.PRAHLADA RAO & CO

On behalf of the Board


Sd/- M.SRINIVASA

REDDY

Sd/-I.SRINIVASA

RAJU

Sd/- K.PRAHLADA RAO

Managing Director Director

Partner

M.No.018477

Place:Hyderabad

Date:29.07.2011


28

M/S.REMIDICHERLA INFRA AND POWER LIMITED CASH FLOW STATEMENT FOR THE PERIOD ENDING 31ST MARCH 2011

Sd/-Sd/-

Sd/-Sd/-M.SRINIVASA

REDDY

Sd/-I.SRINIVASA

RAJU


SCHEDULES FORMING PART OF BALANCE SHEET & PROFIT & LOSS ACCOUNT

PARTICULARS

AS AT

31.03.2011 31.03.2010

SCHEDULE - 1

SHARE CAPITAL

Authorised Share Capital: 3,00,00,000 Equity shares of Rs.10/-

each

300,000,000 300,000,000 (Py:300,00,000 Equity Shares of Rs.10/- each)

Issued, Subscribed & Paid-up Capital:

2,400,000 2,400,000

2,40,000 Equity shares of Rs.10/- each (Py:2,40,000 Equity Shares of Rs.10/-

each) Share Application Money(pending

allotment)

27,822,000 1,100,000

Total

30,222,000 3,500,000

SCHEDULE - 2

RESERVES & SURPLUS Profit and Loss Account: Opening Balance

(2,131,184) (2,260,529)

Add: Profit/(Loss) for the period

3,074,964 129,345

Closing Balance

943,780 (2,131,184)

SCHEDULE - 3

UNSECURED LOANS Inter-corporate Deposit

6,411,264 -

From Directors

10,200,000 -

Total

16,611,264 -

SCHEDULE - 4

DEFERRED TAX LIABILITY

Opening Stock

- -

Add:Provision made for the year

992 -

Total

992 -

29


30

SCHEDULE - 6

NET CURRENT ASSETS

A.CURRENT ASSETS: Cash & Bank Balances:

- Cash on Hand

754,105 12,684

- Cash at Bank in Current A/s. with

19,293 13,298

Scheduled Banks Sundry Debtors

1,208,200 -

Closing Inventory 3,565,897

1,175,500

Prepaid taxes

2,357,697 Deposits with Suppliers

19,000,000 -

Deposit with Dept. of Mines & Geology

1,202,450

Mining Deposit

13,000,000 Loans & Advances:

(Advances recoverable in cash or in kind or

for value to be received including a Company in which Directors are not interested)

Advances for works

13,917,300

Other advances

976,500 3,163,582

Sub-total

53,611,045

3,189,564

B.CURRENT LIABILITIES& PROVISIONS: Current Liabilities:

Trade Creditors

4,196,750 1,481,750

Outstanding expenses

596,189 10,000

TDS payable

2,172,645 -

Service Tax payable

729,100 -

Vat Payable

526,880 -

ROC filing fee payable

- 1,755,000

Provisions: Provision for Income Tax

1,374,343 -

Sub-total

9,595,907

3,246,750

C.NET CURRENT ASSETS

44,015,138 (57,186)


31

SCHEDULE - 7 MISCELLANEOUS

EXPENSES (to the extent not written off)

Pre-operative expenses:

Opening Balance

1,404,000

-

Add:Additions during the year

- 1,755,000

Total

1,404,000 1,755,000

Less:W.off during the year

351,000 351,000

Balance

1,053,000 1,404,000

SCHEDULE -5

FIXED ASSETS

As at Additions As at DEPRECIATION As at As at

Description 01.04.2010 during the

31.03.2011 As at For the

Total 31.03.2011 31.03.2010

year 01.04.2010 Period

Land 2,642,585 2,642,585 - - - 2,642,585 -

Computers 1,540,000 - 1,540,000 1,539,999 - 1,539,999 1 1

Furniture 22,500 - 22,500 499 1,424 1,923 20,577 22,001

Vehicle - 52,783 52,783 - 6,048 6,048 46,735 -

Total 1,562,500 2,695,368 4,257,868 1,540,498 7,472 1,547,970 2,709,898 22,002

1,562,500


32

SCHEDULE - 10

ADMINISTRATIVE EXPENSES Managerial remuneration

600,000 -

Salaries

2,610,061 30,000

Staff welfare expenses

63,766 740

Website expenses

7,250 -

Audit fee

55,150 10,000

Internal Audit fee

30,000 ROC Filing fee

191,459 7,500

Advertisement & Publicity

500,000 15,000

Professional charges

6,015,511 1,685

Travelling expenses

273,190 1,760

Conveyance

- 3,452

Telephone expenses

122,768 2,400

Priniting & Stationery

24,000 -

Miscellaneous expenses

2,230 -

Total

10,495,385 72,537

SEHEDULE - 11 FINANCIAL EXPENSES Bank charges

22,707 238

Interest on Loans

450,440 -

Other Interest

8,279 -

Total

481,426 238


33

SCHEDULE : 8

NOTES ON ACCOUNTS

1. Significant Accounting Policies

a. Basis of Accounting: The financial statements are prepared under the historical cost convention in accordance with

Generally Accepted Accounting Standards issued by the Institute of Chartered Accountants of India and the provisions of the

Companies Act, 1956. All income and expenditure having a material bearing on the financial statements are recognized on

the accrual basis.

b. Fixed Assets: Fixed Assets are stated at the cost of acquisition less accumulated depreciation.

c. Depreciation: Depreciation on fixed assets is provided on straight-line-method and at the rates specified in the Schedule

XIV of the Companies Act, 1956.

d. Miscellaneous Expenditure: Miscellaneous expenditure comprising of preliminary expenses is amortized over five

years period.

2. Previous year figures are regrouped or reclassified wherever necessary.

3. Directors' Remuneration: Rs.3,00,000/-

4. Auditors remuneration:

- Statutory audit fee: Rs. 50,000/- (Previous year:Rs.10,000/-)

5. The Company during the financial year has ventured in Granites Mining activities around Hyderabad and also plans to

venture in to mining business across Andhra pradesh.

6. Deferred tax liability is not recognized for the tax effect at present tax rates on the difference between taxable income

and accounting income, which is not permanent in nature in view of uncertainty in future, operations.

7. Related Party Information

Relationship: Shareholder Mr.M.Srinivasa Reddy, having substantial shareholding in the company is also a shareholder with

substantial shareholding in M/s.Farmax India Limited

Transactions during the year:

1) Inter corporate Deposits:

- Farmax India Limited Rs. 64.11 lakhs

2) Directors : Rs. 102 Lakhs


34

8. Capital Commitments:

Estimated amount of contracts to be executed on capital not provided for (net of advances) - NIL

9. Contingent Assets and Liabilities: There is no Contingent Asset or Liability for or against the Company not

acknowledge as debt during the period.

10. Particulars of employees in accordance with Section 217 (2A) of the Companies Act, 1956 read with

Companies (Particulars of Employees) Rules 1975 are nil.

11. There are no outstanding over dues to small-scale industrial undertakings and/or ancillary industrial

suppliers on account of principal and /or interest at the close of the financial year. This disclosure is based on the

documents/information available with the company.

12. Balance Sheet abstract and Company's general business profile are attached separately.

13. All figures have been rounded off to the nearest rupee.

14. Foreign Currency Transactions:

The Company has no other Foreign Currency Transactions during the period. Since, the Company has no

Foreign Exchange Income or Expenditure, disclosures required under Schedule VI of the Companies Act, 1956 is

not applicable.

Schedules form an integral part of the Balance Sheet and the Profit and Loss Account.

SIGNATURES TO SCHEDULES 1-8

As per our report of even date On Behalf of the Board K. Prahlada Rao M. Srinivasa Reddy I. Srinivasa Raju Chartered Accountant Managing Director Director

M.No: 018477. Place: Hyderabad

Date: 29.07.2011

Sd/-Sd/-


35

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Remidicherla Infra & Power Limited

We have examined the compliance of conditions of corporate governance by Remidicherla Infra & Power Limited

for the year ended on 31st March 2011 as stipulated in clause 49 of the listing agreement of the said company with

concerned Stock Exchange.

The compliance of conditions of corporate governance is the responsibility of the management, our examination

has been limited a review of the procedures and implementation thereof adopted by the company for ensuring the

compliance the conditions of corporate governance. It is neither an audit not expression of opinion on the

financial statements of the company

In our opinion and best of our information and according to the explanation given to us and the representations

made the Directors and Management, we certify that the company has complied with the conditions of corporate

governance as stipulated in the aforesaid listing agreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor the

efficiency or effectiveness with which the management has conducted the affairs of the company.

Sd/-

For K. PRAHLADA RAO & CO


Hyderabad

July 29th , 2011

Sd/-

K. PRAHLADA RAO

Partner

M. No. 018477


36

REMIDICHERLA INFRA & POWER LIMITED BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE AS AT 31-03-2011.

INFORMATION PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956 Rs. in '000

I. Registration

Details:

Registration No. L40102AP2002PLC 039031

State Code 01

Balance Sheet

Date 31-3-2011

II. Capital Raised during the year:

Public Issue/Calls NIL Rights Issue NIL

Bonus Issue NIL

Private Placeme

nt/ NIL

III. Position of Mobilisation and Deployment of Funds: Total Liabilities 47778 Total Assets 47778

Source of Funds

Paid up Capital 2400 Reserves and Surplus 944

Secured Loans - Unsecured Loans 16611

Deffered Tax

Liability

Net Fixed Assets 2709 Investments 0

Net Current Assets 44015 Misc Expenses 1053

Accumulated

Losses Nil CWIP -

IV. Performance of the company:

Turnover 1428 Total Expenditure 1384

Profit/Loss Before

Tax 44.50 Profit/Loss After Tax 30.75

Earnings per share 1.28 Dividend Rate (%) NIL

V. Generic Names of Principal product/service of

company:

Item code No. (ITC

Code) N.A

Product Description: N.A

for and on behalf of the Board

M.Srinivasa

Reddy I.Srinivasa Raju

Place : Hyderabad Managing Director Director

Date 03.09.2011.


37

REMIDICHERLA INFRA & POWER LIMITED Remidicherla House, Flat No. 401, CPR Brundavan, Near Nectar Garden, Madhapur,

Hyderabad – 500081.

PROXY FORM

I/We _______________________of _________________ being a Member(s) of above named company, hereby appoint ______________ of ________________ or failing him/her

________________ of ___________ as my/our proxy to attend and vote for me/us, on my/our behalf at the 28th Annual General Meeting of the Company to be held on Thursday, the 29th day of September 2011 at _______ A.M at ‘Remidicherla House CPR Brundavan, Flat No.401, Near Nectar Garden, Madhapur, Hyderabad – 500 081, and at any adjourned meeting thereof.

As Witnessed Signed this __________ day of September 2011

Signed by the said ______________ Folio No./Client ID _____________

No. of shares held ______________

Note:

The proxy in order to be effective should be duly stamped, completed, signed and must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.

------------- ------------- --------------- ---------------- --------------------

REMIDICHERLA INFRA & POWER LIMITED Remidicherla House, Flat No. 401, CPR Brundavan, Near Nectar Garden, Madhapur, Hyderabad

– 500 081.

ATTENDANCE SLIP (Please present this slip at the Meeting venue)

I hereby record my presence at the 28th Annual General Meeting of the members of the company to be held on Thursday, the 29th day of September, 2011 at 11.00 A.M at ‘Remidicherla House CPR Brundavan, Flat No.401, Near Nectar Garden, Madhapur, Hyderabad – 500 081,

Shareholders/Proxy‘s Signature___________________________________ Shareholders/Proxy‘s full name___________________________________

(In block letters) Folio No./ Client ID___________________ No. of shares held_________

Note: Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and

hand it over at the entrance of the meeting hall.

Affix Re.1/- Revenue

Stamp.


38

GREEN INTIATIVE ON CORPORATE GOVERNANCE

DearShareholder,

As you are aware, you are entitled to have, free of cost, a copy of the Balance Sheet of the company and all other

documents required under the Companies Act, 1956 (the "Act") to be attached thereto at the time of Annual

General Meeting as well as upon receipt of a specific requisition from you, any time, as a member of the company.

The Ministry of Corporate Affairs ("MCA") has taken a "Green initiative in the corporate governance" by allowing

paperless compliances by companies vide a circular dated April 21, 2011 stating that a company would have

complied with Section 53 of the Act, if the service of document has been made through electronic mode. In such

case, the company is required to obtain email addresses of its members for sending the notice / documents

through email by giving an advance opportunity to every shareholder to register his/ her email address and

changes therein, if any, from time to time with the company.

To take part in Green Initiative in the Corporate Governance, we propose to send documents like the notice

convening the General Meeting, Financial Statements, Annual Reports etc. including Annual Reports in future in

electronic form, to the email addresses of those members which are available in the Register of Members of the

company/ E-mail Id's avaialiable with your DP's and RTA agents.

In case shares held in physical form and there is any change in your e-mail id, please use the following form by

filling the detail and selecting the option to receive the annual report. In case of shares held in electronic form, you

are requested to inform the change in your e-mail id to your Depository Participant.

In case you desire to receive the documents mentioned above in physical form, please inform RTA Agents

:Venture Capital and Corporate Investments Private Limited.

We are sure that you would appreciate the "Green Initiative" taken by MCA and your company's desire to

participate in such initiatives.

Thanking You

Yours Truly


sd/-

M. SRINIVASA REDDY

MANAGING DIRECTOR

Hyderabad .

03.09.2011


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