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Directors Report of Indo Asia Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting their 25th Annual Report along with the audited financial statement for the financial year ended March 31,2015.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2015 are summarised below: ( The current financial year covers a period of six months from Oct 2014 to March 2015 and the previous financial year covers a period of 18 months from Apr 2013 to Sep 2014)

SI.No. Particulars Current Fin. Previous Fin. Year-ended Year ended 30th 31stMarch,2015 September, 2014

(i) Revenue from operations (net) 47,19,468 3,32,75,007

(ii) Other Income 13,98,34,834 7,22,48,748

(iii) Total Income 14,45,54,302 10,55,23,755

(iv) Operating Expenditure 9,10,46,163 2,58,66,764

(v) Profit before Interest, 5,35,08,139 7,96,56,991 Depreciation and Amortisation and Tax.

(vi) Finance Costs (net) 1,84,96,109 7,55,53,428

(vii) Depreciation and Amortisation 7,98,173 28,95,571

(viii) Profit before Taxes 3,42,13,858 12,07,992

(ix) Tax Expenses 73,03,112 57,646

(x) Net Profit for the Year 2,69,10,746 11,50,346

(xi) Balance Brought Forward from NIL NIL Previous Year

(xii) Amount Available for 2,69,10,746 11,50,346 Appropriation

Appropriations

(a) Interim Dividends on Equity Shares NIL NIL

(b) Tax on Dividends NIL NIL

(c) Transfer to General Reserve NIL NIL

(d) Transfer to Special Reserve NIL 2,25,550

(e) Balance carried to Balance Sheet 2,69,10,746 72,74,220

PERFORMANCE OF THE COMPANY

During the year, your Company registered a total income of Rs. 14,45,54,302 representing an increase of 36% over that of the previous year. This was mainly due to the profit on sale of fixed assets,amounting to about Rs.13.95 Crores. Your Company registered a net profit of Rs. 2,69,10,746, as compared to previous year net profit of Rs. 11,50,346. The general depletion in the economic conditions was a major challenge for the NBFC's for collection and which in turn resulted in reduction in overall disbursements of loans.

DIVIDEND

In order to conserve the liquid resources for the development of business of the Company and to enhance Shareholders' value, your Directors have not recommended any Dividend for the period ended 31.03.2015.

During the financial year ended 31.03.2015, an amount of Rs.1.94 Lakhs being unclaimed dividend pertaining to the financial year 2004,2005 and 2006 would become transferable to Investors' Education and Protection Fund (IEPF).

SHARE CAPITAL

During the year, the Board of Directors of the Company at their meeting held on 1st December, 2014 decided to go in for further issue of equity shares on preferential basis for a value of Rs 6 crores for which the approval from members has been taken in AGM held on 31.12.2014.

TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the Year.

DEPOSITS

The Company has not accepted Public Deposits during the period. The Company has repaid all earlier Deposits in June 2012.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC.186

These are covered by the notes on financial statements provided in this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments and Resignations

The Board has appointed Ms. Pooja Challani as Additional Director of the Company w.e.f 05.08.2015, under the category of Woman Director. The Board of Directors seeks your support in confirming the appointment of Ms. Pooja Challani as Woman Director of the Company.

Details of appointments and resignations of Directors and Key Managerial personnel during the year are tabled below:

Name of Designation Date of Date of Director/Key Appointment Resignation Managerial Personnel

Ms. Pooja Challani Woman Director Appointed as an Not Applicable Additional Director w.e.f. 05.08.2015.

Mr. S. Ravichandran Managing Director Appointed w.e.f. Resigned 10th November, w.e.f.21st 2014 March 2015.

Re-appointments

As per provisions of the Companies Act, 2013, Mr Lakahmi Narashma Rao ,the additional director , is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Declaration by Independent Directors

The Company has received declarations from all its Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement in respect of the financial year ended March 31, 2015.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the period from October 1, 2014 to March 31, 2015 three Board Meetings were convened and held, the details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Date of Board Meeting Names of Directors who attended the meeting

13th November 2014 Padham J Challani,N Subramanian, M J Lakshmi Narashma Rao, S Ravichandran

1st December 2014 Padham J Challani, M J Lakshmi Narashma Rao, S Ravichandran

11th February 2015 Padham J Challani,N Subramanian, M J Lakshmi Narashma Rao, S Ravichandran

DETAILS OF COMMITTEES AND THEIR MEETINGS

The Board has the three primary committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. The Composition of the primary Committees and their meeting dates are given below:

Name of the Composition Details of Committee Meetings held during the year

Audit Committee Comprises of two 3 meetings were held Non-Executive during the period on Independent Directors, the following dates:- The Chairman of the *13th Nov 2014 Committee is an *1st Dec 2014 Independent Director. and 11th feb 2015

Nomination and Comprises of two 2Meetings were held Remuneration Non-Executive during the period on Committee Independent Directors, the following dates:- The Chairman of the *13thNov2014 Committee is an 11,thFeb2015 Independent Director

Stakeholders' Comprises of two 2Meetings were held Relationship Directors of whom two during the year on are Independent the following dates:- Committee Directors and one is *13thNov2014 Executive Director. 11thFeb2015 The Chairman of the Committee is an Independent Director.

Name of the Names of Committee Directors who attended the meetings M/s.

Audit Committee N Subramaniam, Lakshmi Narashma Rao

Nomination and N Subramaniam, Remuneration Lakshmi Committee Narashma Rao, Padam J Challani

Stakeholders' N Subramaniam, Relationship Lakshmi Committee Narashma Rao, PadamJ Challani

COMPOSITION OF BOARD OF DIRECTORS

Name and Categor Number of Whether Designation of the y Board attende Director Meetings d during last the year AGM ended 31.03.15

Held Attended Yes / No

Padham J Challani Promoter 3 3 Yes CHAIRMAN - Executive Director

N. Subramanian Non- 3 2 Yes Executive & Independ ent Director

Lakshmi Narashma Non- 3 3 Yes Rao Executive & Independ ent Director

Dr. S Ravichandran* Managing 3 3 yes Director

Pooja Challani** Woman Director

Name and Number of Number of Designation of the Directorship Committee Director s positions in other held in other Companies Public Companies

Mem Chairman Mem Chairman ber ber

Padham J Challani 13 CHAIRMAN

N. Subramanian 1

Lakshmi Narashma 1 1 Rao

Dr. S Ravichandran* 2

Pooja Challani**

* Resigned w.e.f 21.03.2015

** Appointed as an Additional Director w.e.f 05.08.2015

Details of recommendations of Audit Committee which were not accepted by the Board along with reasons

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and Listing Agreement from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried out the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

DETAILS OF POLICIES DEVELOPED BY THE COMPANY

(i) Nomination and Remuneration Policy

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto. The objective of this policy is to ensure

* The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

* Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance with short and long-term performance objectives appropriate to the working of the company and its goals

This policy is being governed by the Nomination and Remuneration Committee comprising of three members of the Board, all of whom are Non-Executive and Independent Directors. The policy lays down the standards to be followed by the Nomination and Remuneration Committee with respect to the appointment, remuneration and evaluation of Directors and Key Management Personnel.

Affirmation that the remuneration is as per the remuneration policy of the company

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto. This policy governs the criteria for deciding the remuneration for Directors and Key Management Personnel. It is affirmed that the remuneration to Directors and Key Management Personnel is being fixed based on the criteria and parameters mentioned in above mentioned policy of the Company.

(ii) Risk Management Policy

The Board of Directors of your Company has adopted a Risk Management Policy which details the procedures to be followed by the Company with regard to risk management. The Boardevaluates and reviews the risk factors associated with the operations of the Company and recommends to the Board the methods to mitigate the risk and advise from time to time various measures to minimizing the risk and monitor the risk management for the Company.

(iv) Whistle-Blower Policy - Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the Employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairman of the Board/Chairman of the Audit Committee in exceptional cases.

In line with the statutory requirements, the Company has formulated a Whistle Blower Policy/Vigil Mechanism, which covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is or is likely to be affected .

EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the performance of the Board, the Directors individually as well as the evaluation of the working of the Board Committees was carried out based on the criteria and framework adopted by the Board.

The Independent Directors evaluation was done with main focus on their adherence to the Corporate Governance practices and their efficiency in monitoring the same. They are also being evaluated on various parameters viz., active participation in strategic planning, fiduciary responsibilities, participation in Board and Committee meetings, etc.,

The performance evaluation of the Non Independent Directors was carried out by the entire Board of Directors (excluding the Director being evaluated) and they have expressed their satisfaction with the evaluation process which considered their commitment and the exercise of their responsibilities in the best interest of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

No such development has taken place during the year.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on 31st December, 2014, M/s. Krishnakumar & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2015.

In terms of Section 139 of the Companies Act, 2013, the present Auditors, having completed Five years of continuous audit, expressed their willingness not to be reappointed. A proposal has been received to appoint M/s. Krupa & Co., Chartered Accountants, Chennai-600029,as Statutory Auditors of the Company. This is placed for approval of the shareholders.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is in the process of appointing, a firm of Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-2015 would be available thereafter.

Response to qualifications in the Auditor's Report

Statutory Audit Report

1. Under Report on other legal and regulatory requirements, in para 2(f) the Auditors have stated that the company has defaulted in transferring a sum of Rs 1.94 lakhs of Unclaimed Dividend to Investors Education and protection Fund of the Govt.

Reply: Action has been taken and Demand Drafts for the said amount obtained and the process of uploading the details of Shareholders would be carried out.

2. Income Tax claims of Rs 3.04 Crores pertaining to assessment years from 2007-08 to 2012-13, are under dispute and have not been deposited, pending resolution of issue.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) Details of the employees employed throughout the year and drawing remuneration which in the aggregate exceeds Rs. 60 Lakhs or more per annum, during the financial year. Nil

ii) None of the employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, which, in the aggregate exceeds Rupees Five Lakhs per month, during the financial year.

Details required as per Section 197 and Rule 5 of Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name of Amount of Ratio of Director/KMP Remuneration remuneration Per month Rs to median remuneration of employees for the FY

Dr S Ravichandran 200000 16.67

Name of % Comparison Director/KMP increase of in remuneratio remunerat n to ion during performance the FY of company

Dr S Ravichandran Nil 3.50%

Percentage increase in the median remuneration of employees in the financial year Nil

Number of permanent employees on the rolls of the company as on 31.03.2015 = 21

Explanation on relationship between average increase in remuneration and company performance

No change in remuneration, as the Company is in consolidation phase.

Variations in Market Capitalisation of the Company

The market capitalization of the Company as of 30th September, 2014 was:-

Number of Shares as Closing price as of 30th Market on 30th September, 2014 September, 2014at BSE Capitalization in Crores

90.00.000 Rs. 7.69 6.92

The market capitalization of the Company as of 31st March, 2015 was:-

Number of Shares as Closing price as of 30th Market on 30th March, 2015 September, 2014at BSE Capitalization in Crores

90.00.000 Rs 5.73 5.16

Price earnings ratio

Price earnings ratio As on 31.03.2015 As on 30.09.2014

2.99 0.13

Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate,when the company came out with the last public offer

NA

Key parameters for any variable component of remuneration availed by the directors;

No variable component availed.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

NA

Details of pecuniary relationship or transactions of the non-executive directors vis-a-vis the company

Non- Executive Directors get only Sitting Fees and conveyance for attending Board/ Commitee Meetings.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there are no significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2015 TILL THE DATE OF THIS REPORT

There are no material Changes and commitments affecting the financial position of the company which has occurred since 31.03.2015 till the date of this report

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in form MGT-9 is annexed herewith

RELATED PARTY TRANSACTIONS

There were no related party transactions entered into during the financial year by the company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large other than the remuneration paid to the Executive Directors and Dividend received by them from the Company in proportion to the shares held by them.

The details of Related Party Transactions are provided in the Notes to the Accounts.

CORPORATE GOVERNANCE REPORT

Some Corporate governance requirements as stipulated under the listing agreement with the stock exchanges is not applicable to company as the share capital of the company is less than Rs. 10 Crores and the networth of the company is less than Rs. 25 Crores. -

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

NA

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 have 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 have 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 have 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 is working the system smoothly.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradable in electronic form and the Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the advantages of the Depository System, the members are requested to avail of the facility of dematerialisation of the Company's shares.

INDUSTRIAL RELATIONS

Industrial relations in all the units and branches of your Company remained cordial and peaceful throughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, members, customers, bankers, and associates for the continued support given by them to the Company and their confidence reposed in the management.

By Order of the Board For Indo Asia Finance Limited

Padham J Challani Chairman

September 1,2015 Registered Office No.15, New Giri Road, T.Nagar, Chennai-600017


Sep 30, 2014

Dear Members,

The Directors are pleased to present the Twenty-Fourth Annual Report of your company with the audited financial statements for the Period ended 30th September, 2014.

Financial Results:

(Rs, in Lakhs)

For the For the Period ended year ended 30.09.2014 31.03.2013

INCOME:

Income from operations 332.75 740.80

Other income 722.48 0.70

Total (A) 1055.23 741.50

EXPENDITURE:

Financial Expenses 755.53 532.76

Employee Benefits Expenses 80.04 87.20

Other Expenses 129.21 161.19

Provisions & Write off 49.42 (3.02)

Depreciation and Amortisation expense 28.96 13.59

Total (B) 1043.16 791.72

Profit Before Exceptional and 12.08 (50.22) Extra ordinary Item

Extra Ordinary Item - 75.00

PROFIT BEFORE TAX 12.08 24.79

Less Taxation Current 1.59 7.80

Earlier Years - -

Deferred tax expense (1.02 ) -

PROFIT AFTER TAX 11.50 16.98

Balance as per last Balance Sheet brought forward 63.49 56,51

Profit Available for Appropriation 74.99 73.49

The Appropriations are:

Transfer to General Reserve

Transfer to Special Reserve 2.26 10.00

Balance carried forward 72.74 63.49

BUSINESS OUTLOOK AND FUTURE PROSPECTS

The Gross Income during the period was Rs. 10.55 crores as against 7.42 crores in the previous year. Profit after tax for the current period is Rs. 11.50 lakhs against Rs. 16.98 lakhs in the previous year. Net Stock on Hire decreased by Rs. 34.80 Crores from 42.78 crores to Rs. 7.98 crores The sanctioning of the additional limit, by the Consortium of Bankers, to the extent of Appraised Limit of Rs.40.50 Crores was not materialized, for technical reasons, during the current financial year also. Because of this the Company was forced to go slow on disbursements and enter into Franchise operations to meet the demand.

The prospect of economy picking up due to several government policies initiated is likely to have favorable impact on the future performance of your company.

Due to strengthening of the Management by inducting senior professionals, your company is also poised for growth in future.

The franchisee arrangement with Shriram Transport Finance Company Limited, on 50:50 risk and reward sharing basis is in force and entered its eight year of operation. The Company has also entered Franchise Agreement with L&T Finance Limited on January 3,2012 and started rendering Fee based services. However, the main thrust continues on individual Pre-owned Commercial Vehicle Finance directly through the Company''s own operation.

DIVIDEND

In order to conserve the liquid resources for the development of business of the Company and to enhance Shareholders value, your Directors have not recommended any Dividend for the period ended 30th September, 2014.

RESOURCE MOBILISATION

Public Deposit

The Company has not accepted public fixed deposits during the period. The Company has paid all public deposits in June 2012.

Bank Finance

Your Company''s bankers continue to extend their support, providing loans at competitive rates. The maximum amount outstanding at any time was Rs.31.25 Crores and the amount outstanding at the end of the period was Rs.29.43 Crores. The working capital credit limits of your Company were renewed at Rs.29.60 Crores.

CREDIT RATING

Your company has been assigned BB [Double B Plus] rating by CARE for Bank facilities as well as Fixed Deposit programme. Instruments with this rating are considered to offer moderate risk of default regarding timely servicing of financial obligations.

CAPITAL ADEQUACY RATIO:

Your Company''s total Capital Adequacy Ratio (CAR), as of 30th September 2014 stood at 52.14% of the aggregate risk weighted assets

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Indo Asia Finance Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

There are no foreign exchange earnings and out go during the period under review. Particulars of Employees:

Particulars of employees in terms of requirement of the provisions of Section 2 17(2A) of the Companies Act, 1956 read with Companies (Particulars of EmployeesJRules, 1975 are not enclosed as there are no employees who have been paid salary in excess of prescribed limits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s217 (2AA) of the Companies Act,1956 with respect to Directors Responsibility Statement, your Directors to the best of their knowledge and belief Confirm that:

a) In the preparation of the Annual Report, for the period ended 30th September 2014, the applicable Accounting Standards have been followed and there are no material departure;

b) They have selected such accounting policies and applied them consistently and 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 at the end of the period and of the profit of the Company for the period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities and

d) They have prepared the annual accounts on a going concern basis.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companies Securities are listed with The Bombay Stock Exchange Limited, Mumbai and The Madras Stock Exchange Limited, Chennai and the Company has paid the respective Annual Listing Fees up to date and there are no arrears.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this Financial period, as per the directions from SEBI is annexed to this report (Annexure-A) together with Report of the Auditors , on the compliance with the said code and a Report of the Management Discussion and Analy sis is also annexed separately.

MATERIAL CHANGES - ISSUE OF SHARES

The Board of Directors at their meeting held on 01 st December 2014 has decided to increase its capital by issue of further equity shares on preferential basis for an aggregate amount of Rs.6,00,00,000 (Rupees six crores only) subject to the approval of members in the ensuing general meeting.

DIRECTORS

Mr. M.Prakashchand Jain (DIN:00052242), Mr. M.Viswanathan (DIN:03604909), Mr. Prasan Chand Chopra (DIN:05201340) resigned from directorships during the period as given under corporate governance report attached with this report.

Mr. Lakshmi Narashma Rao (DIN: 01275880) was appointed as an Additional Director (Non- executive, Independent) with effect from 31st October 2014. His appointment is due to be regularized in the ensuing Annual General Meeting.

Dr. S. Ravichandran (DIN:0259451) was appointed as the Managing Director with effect from 10th November 2014; his appointment being subject to the approval of members at the ensuing Annual General Meeting.

Mr. Padham J Challani (DIN: 00052216) was re-designated from Chairman and Managing Director to Chairman Director in the board meeting held on 13th November 2014.

In compliance with the provisions of the Companies Act, 2013 and in accordance with the Articles of Association, Mr.Padham J Challani, Chairman Director holding DIN: 00052216 retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

In spite of best effort the Company was not able to appoint a full time Company Secretary as required under section 383A of the Companies Act.

Brief resume of the Director, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

The Board recommends the appointment of directors as aforesaid for the approval of members.

AUDITORS

The Company has received a letter from M/s Krishnakumar & Associates, Chartered Accountants the Statutory Auditors of the Company expressing their willingness for re- appointment as statutory auditors and simultaneously their eligibility certificate pursuant to section 141 of the Companies Act, 2013. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to re-appoint M/s Krishnakumar & Associates as Statutory Auditors of the Company for a period of five years to hold the office from conclusion of this Annual General Meeting (AGM) till the conclusion of fifth AGM post this AGM, subject to ratification of their appointment at the subsequent AGMs.

The Board of Directors recommends their re-appointment for your approval by way of an ordinary resolution.

REPLY T O COMMENTS IN NOTES TO ACCOUNTS

As part of the restructuring exercise, non - performing assets have been sold to one of the associates at a value higher than the book value.

ACKNOWLEDGEMENTS

Your directors gratefully acknowledge the support and co-operation extended by all the shareholders, depositors, customers, vehicle manufacturers, dealers, Government agencies, Bankers, Franchisers and all other associated to your Company during the year and look forward to their continued support.

Above all, your directors place on record their appreciation of the dedication and commitment displayed by the employees of the Company, thus enabling it to report reasonable performance during the tough period.

For and on behalf of the Board For Indo Asia Finance Limited

01st December 2014 Padham J Challani Registered Office Chairman No. 15, New Giri Road, T.Nagar, Chennai-600017.


Mar 31, 2013

To The Members,

The Directors are pleased to present the Twenty-Third Annual Report of your Company with the audited financial statements for the year ended 31st March, 2013.

Financial Results:

(Rs. in Lakhs)

For the year ended 31.03.2013 31.03.2012

INCOME:

Income From Operations 740.80 836.30

Other Income 0.70 0.27

Total 741.50 836.57

EXPENDITURE:

Finance Costs 532.76 545.82

Employee Benefits Expenses 87.20 64.96

Depreciation & Amortization Expenses 13.59 111.84

Other Expenses 161.19 26.45

Provisions & Write off (3.02) 18.15

Total 791.72 767.22

PROFIT BEFORE TAX 24.79 69.35

Less Taxation - Current 7.81 18.22

Earlier Years - 10.39

PROFIT AFTER TAX 16.98 40.74

Balance as per last Balance Sheet brought 56.51 40.77 forward

Profit Available for Appropriation 73.49 81.51

The Appropriations are :

- Transfer to General Reserve - 12.50

- Transfer to Special Reserve 10.00 12.50

- Balance carried forward 63.49 56.51

BUSINESS OUTLOOK AND FUTURE PROSPECTS

The Gross Income during the year was Rs.7.42 crores as against 8.37 crores in the previous year. Profit after tax for the current year is Rs.16.98 lakhs as against Rs.40.74 lakhs in the previous year. Net Stock on Hire grew marginally by Rs.1.16 Crores to 42.78 crores from 41.62 crores. The sanctioning of the additional limit, by the Consortium of Bankers, to the extent of Appraised Limit of Rs.40.50 Crores was not materialized, for technical reasons, during the current financial year also. Because of this the Company was forced to go slow on disbursements and enter into Franchise operations to meet the demand.

The franchisee arrangement with Shriram Transport Finance Company Limited, on 50:50 risk and reward sharing basis is in force and entered its eight year of operation.

The Franchise Agreement with L&T Finance Limited on Fee based services is in force.

The main thrust continues on individual Pre-owned Commercial Vehicle Finance directly through the Company''s own operation.

In Previous year Company entered into a joint venture Agreement with a reputed builder to develop the land into a commercial complex. This commercial complex is in Progress.

DIVIDEND

In order to conserve the liquid resources for the development of future business of the Company and to enhance shareholders value, Your Directors have not recommended any Dividend for the year ended 31st March 2013. However to enhance the Reserves, the Board of Directors voluntarily transferred a sum of Rs.10.00 Lacs to the Special Reserve.

RESOURCE MOBILISATION

Public Deposit

The Company has not accepted fixed deposits from public during the year.

Bank Finance

Your Company''s bankers continue to extend their support, providing loans at competitive rates. The maximum amount outstanding at any time was Rs.30.21 Crores and the amount outstanding at the end of the year was Rs.28.94 Crores. The working capital credit limits of your Company were renewed at Rs.29.60 Crores.

CREDIT RATING

Your Company has been assigned BB (Double B Plus) rating by CARE for Bank facilities as well as Fixed Deposit programme, instruments with this rating are considered to offer moderate risk of default regarding timely servicing obligations.

CAPITAL ADEQUECY RATIO

Your Company''s total Capital Adequacy Ratio (CAR), as of March 31, 2013 stood at 31.82% of the aggregate risk weighted assets which is well above the regulatory minimum of 15%.

STATUTORY STATEMENTS

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo and Particulars of Employees :

Indo Asia Finance Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of Energy, Research and Development and Technology Absorption is not applicable.

There are no Foreign Exchange earnings and out go during the year under review.

Particulars of Employees in terms of requirement of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not enclosed as there are no employees who have been paid salary in excess of prescribed limits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors to the best of their knowledge and belief

Confirm that :

(i) In the preparation of the Annual Accounts, for the year 2012-13, the applicable Accounting Standards have been followed and there no material departure;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNAL CONTROLS AND THEIR ADEQUACY

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Securities are listed with The Bombay Stock Exchange Limited, Mumbai and The Madras Stock Exchange Limited, Chennai and the Company has paid the respective Annual listing fees up-to-date and there are no arrears.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors, on the compliance with the said Code and a Report of the Management Discussion and Analysis is also annexed separately.

DIRECTORATE

In compliance with the provisions of the Companies Act, 1956 and in accordance with the Article 9 of the Company''s Articles of Association, Mr. Prakash Chand Jain and Mr. M.Viswanathan, retires at this Annual General Meeting and being eligible, offers themselves for re-appointment.

In spite of best effort, the Company could not able to appoint full time Company Secretary as required under section 383 A of the Companies Act, 1956.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997. (As at 31st March, 2013).

Padham J Challani AJeeth Kumar J.P J.P.Swapna Mamtha A Mutha

P.Shobha Sumthi Challani J.Hemalatha Lalitha J.A

J.Amara Bai

AUDITORS

The retiring auditors, M/s.A. Krishnamoorthy & Co., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s. A.Krishnamoorthy & Co., Chartered Accountants as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support and co-operation extended by all the Shareholders, Customers, Vehicle Manufacturers, Dealers, Government Agencies, Bankers and all other Associated to your Company during the year and look forward to their continued support.

Above all, your Directors place on record their appreciation of the dedication and commitment displayed by the employees of the Company, thus enabling it to report reasonable performance during the tough period.

For and on behalf of the Board

For INDO ASIA FINANCE LIMITED

Padham J Challani

Chairman and Managing Director

29th July, 2013

Registered Office

No.15, New Giri Road,

T.Nagar, Chennai - 600 017.


Mar 31, 2010

The Director are pleased to present the Twentieth Annual Report of your company with the audited financial statements for the year ended 31st March. 2010

Financial Results (Rs in lakhs) For the year ended

31.032010 31.03.2009

INCOME:

Inoome Irom operations 990.10 1096 42

Other income 11.48 10.73

Total (A) 1001.8a 1107.15

EXPENDITURE:

Financil Expenace 464.48 494.58

Establishment expenscs 66.22 78.83

Aaminutramr & Other Expenses 300.71 364.20

Pnvimons & Write off 25.06 42.34

Depreation 12. 93 11.73

Total( B) 869.42 991.68

PRFIT BEFORE tax 132.16 115.47

less Taxation 44.92 30,39

PROFIT AFTER TAX 87. 24 85.08

Surplat brouahl forward 16.26 62 00

Amount available lor Appropriation 103.50 147.08

Appropriations

- Dividend 27.00 15.00

-Dwidcnd Tax 4.48 2.55

- Tranasfer to General Reserve 20.00 50 00

- Transfer to Special reserve 20.00 30.00

- Surplui carried to balance Sheet 32.02 49.53

BUSINESS AND FUTURE PROSPECTS

The Gross Income during the year was Rs. 10.02 crones as against 1J 07 crores in the prcviols year due to the Companys cautious and selective approach in financing. Profit after tax for the current year is Rs 87 24 lakh against Rs.85 08 lakh in the previous year up marginally by 2.54%. Net Stock on Hire grew marginally by Rs.2.22 Crores to 37 65 ( from 35.41 crores

The franchisee arrangement with Shnram Transport Finance Company Limited on So 50 risk and reward shring basis is in force and entered its fifth year of operation

The credit growth in the economy remained at relatively low level for most of the jn doing forward, the challenges of on increase in cost of funds as a result of possible policy measures of RBI to. .contain inflation are very high

Dunng the year the company had made dtsfeunwrnements 47 lacs under

INCREASE OF AUTHORISED SHARE CAPITAL

At the Extra-Ordinary general Meeting held on March 09, 2010 the authorised share capital

of the Company have been enhanced from Rs 3,75,00,000/- to Rs 15.51.00,000/-.

BONUS SHARES

Consequent to issue and allotment of 60.00,000 shares as Bonus Shares, by way of capitalization of Rs 6.00.00.000/- . out of Share Premium, General Reserves^ accumulated profits, in proportion of two shares for every equity shore held by the members, the Paid-up Share Capital of the Company has increased to Rs. Nine Crores

DIVIDEND

Your directors recommend a dividend of 3% (Re.0.30 per equity shore of Rs. 10).on the increased share capital consequent to Bonus Issue , for the year ended 31st March. 2010 subject to the approval of the shareholders in the ensuing Annual General Meeting In view of business recession your Director thought it prudent to conserve the liquid resources for the best interest of the Shareholders The dividend will absorb Rs.31.48 Lakhs including Dividend Distribution Tax of Rs 4.48 Lakhs.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems ore commensurate to the sue of the operation of the Company. Whenever it is required, the systems and procedures arc upgraded to suit the changing business needs

RESOURCE MOBILISATION

Deposit

The Company has not accepted any fixed deposits during the year. The total deposits outstanding as on March 31. 2010 was Rs. 3,45,343 /-as compared to Rs9.04,827/- as on March 31, 2009. There were unclaimed matured deposits of Rs. 30,573/- representing 2 depositors as at March 31. 2010 who have been informed about the maturity of deposits with a request to claim their deposits back.

Bank Finance

Your Companys bankers continue to extend their support, providing loans at competitive rates The maximum amount outstanding at any lime was Rs.28.70 Crores., and the amount outstanding at the end of the year was Rs 28.09 Crores, The working capital credit limits of your Company were renewed at Rs.28.70 Crores.

RISK MANAGEMENT

Over ihe years, your Company has achieved an appropriate balance between risk and return by setting up an efficient risk mitigation system to meet various forms of financial and other risks. The primary risks that the company is exposed to are, credit risk, market risk and operational risk. Deriving from the long years of experience in retail out go financing, your Companys credit policy framework is designed to provide the right balance between business growth and portfolio quality. The Companys philosophy of not outsourcing the credit appraisal process has ensured that credit fillers are uniformly applied by experienced and well-trained employees. The consistently low levels of delinquency and credit losses in the portfolio bear ample testimony to this.

During the year, your Company has constituted a Risk Management Committee in accotuncec with the Guidelines on Corporate Governance issued by the Reserve Bunk of India, to monitor the risk management framework on an ongoing basis with a view to ensuring that risk parameters are within defined limits.

CREDIT RATING

Your company has been aligned BBB - rating by CARE for Bank facilities as well as Foces Deposit programme The total amount of public deposits with the company as on 31st March. 2010 was Rs.3.45 lacs. The company was holding Rs 9.14 lacs in deposit in Escrow account with AXIS Bank Ltd as at 31.03.2010 for repayment of the Public Deposits on maturty.

DIRECTORS AND COMPANY SECRETARY

The Company Is managed by Mr.Prakashchand Jain. Managing Director under strict supervision of the Board of Directors. In compliance with the provisions of the Companies Act. 1956 in accordance with the Articles of Association, Mr N.Subramanian. retires at this Annual General Meeting and being eligible, offers himself for re-appointment

Mr.Padam J Challani and Mr J JRishub were appointed as additional Director at the Board meeting held on January 29. 2010 and being additional Directors they hold office up to the date of ensuing Annual General Meeting. Your Company has received notice from a member pursuant to Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr.Padam J Challani for the office of Director The Board of Directors recommend the resolution as set out in item No. 5 of the notice convening annual general meeting for approval of the shareholders Your Directors in the process of appointing few Non Independent Directors to strengthen the Corporate Governance Compliance MrJJ.Rishub who was appointed as -additional Director at the Board meeting held on January 29. 2010 and holds office up to the date of ensuing Annual General Meeting have intimated his unwillingness to continue as Director after Annual General Meeting.

During the year M/S. R J Anandmul, R J. Jayamilal . M Kishanchand and Mahendar A.Challani, Directors were resigned from the Board with effect from January 29, 2010. The Board expressed its appreciation of the contributions made by them for the development of the business.

Further to the resignation of the Company Secretary the post of Company Secretary has remained vacant and for which your Directors are taking every possible steps to appoint a full time Company Secretary as required under Section 383A of the Companies Act. 1956

Brief resume of the Directors, seeking reappointment including the re-appomtments of Managing Director, nature of their expertise as stipulated under clause 49 of the listing agrernent with the Stock Exchanges, is appended to the notice convening the Annual General Meeting

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3 (1) (e) of the SEBI Substantial Acquisition of Shares & Takeovers Regulations. 1997. Pursuant 10 information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP| Act. 1969, are as under for (he purpose of the SEBl (Substantial Acquisition of Shares & Takeovers! Regulations. 1997 (As at 31-" March. 2010).

M/s Aaihish Chopra. Abisitek Chopra. Aditya Chopra. Ajeeth p Challani Amara Bai j . RJ Anandmul J J Aruna. J Hemalalha. JPSwapana, jawaniai Jain R . Jawanlai Padam Chand Challani, A.LaMha. laMha J A M Prafcasncnand Jan. MamtftaAMulhaa. Manoharial R.J. PKarrtha Chopra PShobna. Rathanchana Jawnfli J J Rishub Sumthi A Chalani Suortha Chanam

STATUTORY STATEMENTS

The statement of information on technology absorption pursuant to Section 217(1 He) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors Rules. 1988 is not applicable to the activities of the company

Dunns the year the companys foreign exchange outgo was Rs.62.4I3/- and foreign exchange earning was NIL.

Particulars of employees in terms of requirement of the provisions of Section 217 (2A| of the Companies Act. 1956 read with Companies (Particulars of Emplayecs}Rulc», 1975 are not enclosed us there are no employees who have been paid salary in excess of prescribed Limits

Information pursuant to Deportment of Company Affaire Notification dated May 15, 1995, relating to the Balance Sheet Abstract and Companys General Business Profile is given in the Annual Report for information of the shareholders.

AUDITORS

The retiring auditors. M/s A Krishnamoorthy & Co. Chartered Accountants have expressed willingness to continue in office, if appointed. They have furnished to the Company u certificate of their eligibility for appointment as auditors, pursuunt to section 224 |1B| at the Companies Act. 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s A Krishnarnoorthy & Co, Chartered Accountant as Auditors for a further penod of one year and to fix their remuneration.

The Auditors Report to the Members docs not contain any qualification or adverse remarks.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm

a) that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of annual accounts

b) that the directors have selected such tit-counting policies and applied them consistently and 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 at the end of the (nuncml year and of the profit of the Company for the

c) that proper care has been taken for maintenance of 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 and

d) that the annual accounts of the compony have been prepared on a going concern txtsis

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this Financial year, aa per the directions from SEBI is annexed to this report (Annexure A together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

ACKNOWLEDGEMENTS

Your directors gratefully acknowledge the support and co-operation extended by all the shareholders, depositors, customers, vehicle manufacturers, dealers, Government agencies. Bonkers and all other associated to your Company during the year and look forward to their continued support.

Above all. your directors place on record their appreciation of the dedicationn and commitment displayed by [he employees of the Company, thus enabling u to report another year of strong performance

For and on behalf of the Board

For Indo Asian Finance Limited

Padam J Challam Chairman

July 30. 2010

Registrred Office

No. 15. New Gin Road.

T.Nagar, Chcnnai-600017

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