Dear Shareholders,

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

FINANCIAL RESULTS (Rs. in Lacs)

OPERATIONS AND PERFORMANCE:

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

BUSINESS HIGHLIGHTS

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

DIVIDEND

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

SHARE CAPITAL

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

DETAILS OF DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

SUBSIDIARY COMPANIES

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

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES

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

Rs. in lacs

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

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

Rs. in lacs

Step down Subsidiaries

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

RISK MANAGEMENT

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

REAPPOINTMENT OF RETIRING DIRECTOR

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

DIRECTORS

APPOINTMENT OF DIRECTOR

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

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

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

RESIGNATION OF DIRECTOR

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

EVALUATION OF BOARD’S PERFORMANCE

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

DECLARATION BY INDEPENDENT DIRECTORS

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

REMUNERATION POLICY

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

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

NUMBER OF MEETINGS OF THE BOARD

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b. that the directors had selected such accounting policies as mentioned in Note No:1 of the Financial Statements and applied them consistently and judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

RELATED PARTY TRANSACTIONS

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

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

QUALIFICATIONS OF STATUTORY AUDITORS

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

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

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

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

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

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

QUALIFICATIONS OF SECRETARIAL AUDITORS

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

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

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

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

COMPOSITION OF AUDIT COMMITTEE

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

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

VIGIL MECHANISM

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

NOMINATION AND REMUNERATION COMMITTEE

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

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has laid out and is following the policy on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The following is the composition of the Corporate Social Responsibility Committee

SCOPE OF CSR POLICY

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

CSR POLICY IMPLEMENTATION

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

REASON FOR NOT SPENDING ON CSR ACTIVITIES

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

LISTING AGREEMENT

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

AUDITORS

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

SECRETARIAL AUDIT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

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

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

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

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

EXTRACT OF ANNUAL RETURN

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

On behalf of the Board

M. NARAYANA MURTHI

Place : Chennai (DIN: 00332455

Date : 21^st August, 2016 Managing Director