DIRECTORS' REPORT

Dear Shareholders,

Your Directors are pleased to present the 22nd Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2015.

DIVIDEND

As the Company did not have profits during the financial year, the Board is not in a position to declare dividend this year.

OPERATIONAL PERFORMANCE

The turnover of the Company has been decreased to Rs. 409.31 from Rs. 1048.96 during the year 2014-15 and the company has incurred a Gross Loss of Rs.41.22 lakhs before depreciation as against Gross Loss of Rs.35.12 lakhs in the previous year. After deducting depreciation of Rs.109.89 Lakhs the operations resulted in a net loss of Rs. 151.11 lakhs as against 81.99 lakhs loss in the previous year. Though the company has developed excellent engineering, planning and project execution skills, due to the prevailing market uncertainties and challenges, such as poor economic conditions, high financial costs and rising construction costs in the real estate environment, has resulted in a loss during this year. The company has not undertaken any new real estate activity during the year. The company has also started its own printing activity during the year on account of diversification and expecting a reasonable business growth in the future.

Limited DIRECTORS

The Board of Directors comprises of 5 Directors, out of which one Director is a Woman Director and 3 Directors are Independent Directors.

COMPANY SECRETARY

The Company Secretary, Mr.I Chandramohan has resigned from the services wef 10.01.2015 and Mr P Krishnaswamy has been appointed as new Company Secretary wef 02.03.2015

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" AS DEFINED IN SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009.

Pursuant to information received from the promoters, the name of the promoters and entities comprising group (Promoter Group) as defined under Securities and Exchange Board of India (Issue of Capital and Disclosure requirements), Regulations, 2009.

PROMOTERS

G. RAMAMURTHY & Family

(Family for this purpose includes spouse, dependent children and parents.)

PUBLIC DEPOSITS

Your Company has not accepted any deposits and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS & AUDITORS REPORT

The Auditors N Sankaran & Co, Chartered Accocutant, Chennai, was appointed to hold office till the conclusion of Annual general meeting to be held for the financial year 2016-17. The Members are required to ratify appointment and Board recommends for the same.

M/s. N.Sankaran & Co, Chartered Accountants, Chennai, has submitted their audit report according to CARO 2015. The observations of auditors in their reports are self explanatory and therefore do not call for any further comments.

SECRETARIALAUDIT

According to the provisions of the Section 204 of the Companies Act, 2013, read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the secretarial audit report submitted by M. Damodaran Associates Practicing Company Secretaries is enclosed as a part of this report marked AnnexureA

STATUTORY COMPLIANCES

Delays caused in remitting the statutory dues towards TDS, Service Tax, Provident Fund to the concerned authorities due to liquidity issues with the company.

During the year, on account of non-payment of Service tax dues, the department has attached the bank accounts of the company and recovered an amount of Rs.18.25 lacs upto 3l.03.l5.The company is yet to initiate the process to settle the issues.

During the year, the company had delayed repayment of principal and interest to various banks/financial institutions and in turn the accounts became NPA. The delays were caused mainly due to liquidity issues in the company.

Infrastructure Limited DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,20l3, the Directors, to the best of their knowledge and belief, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. the selected accounting policies were applied consistently and the directors made judgments 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, 2015 and of the profit of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20l3 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

v. they have laid down internal financial controls that are adequate and were operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively

INVESTOR EDUCATION & PROTECTION FUND

As at March 31, 2015 dividends amounting to Rs.13,60,948/- have not been claimed by shareholders of the Company. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

As per the provisions of Section 125 of the Companies Act, 2013, dividends that have not been claimed by the shareholders for a period of seven years from the date of transfer to the unpaid dividend account will be transferred to the Investor Education and Protection Fund in accordance with the current regulations.

LISTING

The securities of the Company are listed on BSE Limited. The Company has duly paid the listing fees to the aforesaid Stock Exchange for the financial year 2015-2016.

DEPOSITORY SYSTEM

Trading in Equity shares of the Company is permitted only in dematerialized form. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. NSDL and CDSL within the stipulated time. Upto 31st March 2015, 89.57% Equity Shares of the Company have been dematerialized.

Number of Board Meetings held

The Board of Directors duly met 5 times during the financial year from 1 stApril, 2014 to 31st March, 20l5. The dates on which the meetings were held are as follows: 26.05.20l4; 13.08.2014; 13.11.2014; 20.11.2014 & 11.02.2015

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year 2014-15 is annexed hereto.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.rflindia.org .

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its

Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.rflindia.org .

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility provisions are not applicable to your company as your company did not qualify the rules provided in Section 135 of the Companies Act 2013.

CORPORATE GOVERNANCE

As per SEBI Circular No CIR/CFD/POLICYCELL/7/2014 dt 15.09.2014, the company is exempted from complying with the provisions of Clause 49 of the Listing Agreement, since the paid up equity share capital does not exceed Rs.10 crores and net worth does not exceed Rs.25 crore.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the assistance and co-operation received from the Banks and Government Authorities.

The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the shareholders for their continued support to the Company.

By order of the Board

Guruswamy Ramamurthy

Chairman & Managing Director (DIN :00060323)

Place: Chennai

Dated: 29.05.2015