Directors Report of Indo Asian Foods and Commodities Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

The financial Performance of the Company for the year is as under:

(Rs. in lacs)

Particulars 2014-2015 2013-14

Profit/Loss before Bad (9.98) 11.19 debts and Depreciation Written off and extra

ordinary items

Depreciation written off (0 .42) (0 .77)

Bad debts written off 0.00 0.00

Profit or loss before (10.40) 10.41 adjustments

Prior period adjustments 0.00 0.00 (Cr/Dr)

Exceptional items (Cr/Dr) 0.00 0.00

Extra ordinary items 0.00 0.00 (Cr/Dr)

Profit after adjustments (10.40) 10.41

Provision for income 0.00 1.57 tax/MAT Cr.

Profit after tax (10.44) 8.83

Earnings Per Share (0.20) 0.17

The relevant Notes on Accounts of the Company referred to in the Auditors' Report are Self- explanatory. The New Management is in the Process of identifying new business ventures in which it can involve. Keeping in view accumulated losses and recent takeover, the Directors are unable to recommend payment of any dividend for the year under review.

Listing

The Securities of your Company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014- 2015 have been paid to them. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-2015.

Dividend

The company has not declared any Dividend during the Financial Year.

Reserves

Since, the company has not declared the dividend during the financial year transfer of amount from profits to reserves does not arise.

Directors and Key Managerial Personnel

To appoint a director in place of Shri K. Rambabu who retires by rotation and being eligible offers himself for re-appointment.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure III (Format enclosed).

Particulars of Employees

Pursuant to the,Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary Companies.

Declaration by an Independent Directoi (s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as

Annexure VI.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and Six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDITORS:

The Auditors, M/s. LNP & Co, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of 4 Years from the conclusion of this Annual General Meeting [AGM] until the conclusion of Fourth Annual General Meeting to be held after this meeting.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & Associates, Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

Internal Audit & Controls :

During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

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.indo-asian.com under investors/policy- documents/Vigil Mechanism Policy link.

Risk management policy :

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

Deposits :

The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.

Particulars of loans, guarantees or investments under section 186

Details of Loans: Nil

SL Date of Details Amount Purpose Time Date of No making of for which period BR loan Borrower the loan for be is to which utilized it is by the given recipient

Nil

SL Date of Rate Security No SR (if of reqd) Interest

Details of Investments:- Nil

SL Date of Details Amount Purpose Date of No making of for which BR loan Borrower the proceeds from investment is proposed to be utilized by the recipient

Nil

SL Date of Expected No SR (if rate of reqd) return

Details of Guarantee / Security Provided: Nil

SL Date of Details of Amount Purpose for No providing recipient which the of security/ security/ guarantee guarantee is proposed to be utilized by the recipient

Nil

SL Date Date of Commission No BR SR (if any)

Corporate Governance Certificate (Applicable to Listed Companies)

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March 2015.

STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Conservation of energy, technology absorption and foreign exchange earnings and outgo—NA

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy: Nil

(b) Technology absorption: Nil

(c) Foreign exchange earnings and Outgo—Nil

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (5) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, 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) the directors had devised proper-system's to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(g) All Independent Directors have given- declarations that, they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Place: Hyderabad Date: 13.08.2015 Sd/- K. Rambabu Managing Director (DIN: 01165601)

Sd/- K. Lohit Director (DIN: 05156603)

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Mar 31, 2014

Dear Members,

The Directors/Management have pleasure in presenting 19th Annual Report together with the Audited Financial Statements for the year ended 31.03.2014.

Financial Performance

The financial Performance of the Company for the year are as under (Rs.in lakhs)

31.03.2014 31.03.2013 Profit/Loss before Bad debts and Depreciation Written off and extra ordinary items (11.19) (9.44)

Depreciation written off (0.77) (0.89)

Bad debts written off 0.00 0.00

Profit or loss before adjustments 10.41 (10.33)

Prior period adjustments (Cr/Dr) 0.00 0.00

Exceptional items (Cr/Dr) 0.00 0.00

Extra ordinary items (Cr/Dr) 0.00 0.00

Profit after adjustments 10.41 (10.33) Provision for income tax/MAT Cr. 1.57 (3.00)

Profit after tax 8.83 (7.33)

Earning Per Share 0.17 (0.14)

The relevant Notes on Accounts of the Company referred to in the Auditors'' Report are Self-explanatory. The New Management is in the Process of identifying new business ventures in which it can involve. Keeping in view accumulated losses and recent takeover, the Directors are unable to recommend payment of any dividend for the year under review.

Business Review

Your Company is exploring work orders for various works on back to back basis as Sub Contractors and Work Contractors as the Company has no eligibility for direct bidding.

The Company is expecting positive work orders improvement in the operations.

Listing

The Securities of your Company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-2015 have been paid to them well before the due date i.e. April 30, 2014. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-2015.

Directors

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Smt. K. Sridevi is liable to retire by rotation and is eligible for re-appointment.

Mr. Lohit Kamarajugadda has been appointed as Additional Director in the Board Meeting held on 20th May 2014; The Company has received a letter from a member with the requisite deposit for his appointment as a Director of the Company.

Public Deposits

The Company has not accepted any deposits during the year under review.

Corporate Governance

As per clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance forms part of the Annual report.

Auditors

The auditors M/s. LNP & Co., Chartered Accountants retire at the Annual General Meeting and are eligible for re-appointment.

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

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

All possible measures have been taken to reduce energy consumption. The Company has also taken up adequate measures for the innovation, adoption and absorption of

technology in construction and developmental activities. The provisions of section 217(1) (e) of the Companies Act, 1956 are not applicable.

Foreign Exchange

There are no earnings and out go of Foreign Exchange.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed:

2. That appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken 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

4. That the annual accounts have been prepared on going concern basis. Acknowledgement

Your new management is thankful and grateful for accepting and allowing them to turnaround the Company in the best interest of the Shareholder''s. Your Directors are grateful to the financial institutions and Banks for the valuable support as well. Your Directors wish to thank all the employees of the Company for their continued support. Your Directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board

Place: Hyderabad Date: 14.08.2014 Sd/- K. Rambabu Managing Director

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Mar 31, 2013

The new Directors/Management have pleasure in presenting 18th Annual Report together with the Audited Financial Statements for the year ended 31.03.2013. This is the first report after the takeover by the new management.

1. Financial Results:

The financial results of the Company for the year are as under

(Rs.in lakhs) 31.03.2013 31.03.2012

Profit/Loss before Bad debts and Depreciation (9.44) (8.56)

Written off and extra ordinary items Depreciation written off (0.89) 1.03

Bad debts written off 0.00 0.00

Profit or loss before adjustments (10.33) (9.59)

Prior period adjustments (Cr/Dr) 0.00 8.17

Exceptional items (Cr/Dr) 0.00 0.00

Extra ordinary items (Cr/Dr) 0.00 0.00

Profit after adjustments (10.33) (17.76)

Provision for income tax/MAT Cr. (3.00) 0.05

Profit after tax (7.33) (17.71)

Loss brought forward from previous year (60.58) (42.87)

Net loss carried to balance sheet (67.91) (60.58)

The relevant Notes on Accounts of the Company referred to in the Auditors` Report are Self-explanatory. The New Management is in the process of identifying new business ventures in which it can involve. Keeping in view accumulated losses and recent takeover, the Directors are unable to recommend payment of any dividend for the year under review.

2. Business Review:

Your Company is exploring work orders for various works on back to back basis as Sub Contractors and Work Contractors as the Company has no eligibility for direct bidding.

The Company is expecting positive work orders improvement in the operations.

3. Market Scenario

Metropolitan Cities in India like Mumbai, Delhi, Pune, Bangalore, Chennai and Hyderabad are going to see strong growth in both commercial and retail sector. However, Residential sector may see a slowdown as the cost of construction and holding the land for the projects will keep rising.

Indian construction Industry 2013:

Although most of the cities of India will see an increase in residential launches in 2013, the Southern cities of Bangalore and Chennai will witness a decline in launches as compared to 2012.

According to Indian construction industry 2013 forecasts, Mumbai, NCR-Delhi, Bangalore and Chennai will grab the lion`s share of contribution in total commercial space absorption in 2013, certainly within the range of 74-76%.

In terms of commercial real estate investment potential, Mumbai, Bangalore and Delhi NCR will continue to be of highest interest to big ticket investors focused on real estate in 2013.

Year 2013 will bring a larger-than-usual number of NRI investors into the commercial space arena. This is because NRIs are currently enthused by the prevailing exchange rate benefits and the fact that commercial real estate capital values are still 15-25% under their 2007-08 peak levels.

In 2013, new organised retail project completions will increase significantly (by 109% y-o- y). Chennai, Hyderabad, Kolkata and Pune will be among the major contributors to this increase, with a 53% share of the country`s overall mall supply for 2013.

India''s major cities like Mumbai, NCR-Delhi, Bangalore, Chennai, Pune, Hyderabad and Kolkata will see the addition of close to 9.5 million square feet of mall space in 2013, according to Indian construction industry 2013 report. Mumbai, NCR-Delhi, Bangalore and Chennai will together contribute 70% of the total retail space absorption. Other cities like Pune, Hyderabad and Kolkata will account for the remaining 30%.

Infrastructure investment expected to double in the next Five Year Plan.

Investment in the infrastructure sector plays a crucial role in the growth of the economy and in turn the construction industry. In the last few years, the rapid growth of the economy has put a tremendous pressure on the physical infrastructure of the country. In order to sustain the economic growth, the Government has lined up huge investments across various infrastructure segments. The total investment planned in the infrastructure sector during the Twelfth Five Year Plan is estimated to double that in the Eleventh Five Year Plan.

Investment in the infrastructure as a percentage of GDP has increased from 4.5% in FY04 to 7.9% in FY11. The Planning Commission has estimated that, for the GDP to continue to grow at 9%, the proportion of investment in infrastructure as a percentage of GDP is required to increase from the targeted 8.4% in FY12 to 10.7 % by the terminal year of Twelfth Five Year Plan i.e. FY17.

Using the top-down approach, the investment in the infrastructure sector during the Twelfth Five Year Plan is estimated at a massive Rs.41,000 billion. Based on construction intensity of the various infrastructure projects and similar allocation among sectors during the Eleventh Five Year Plan, the indicative effective construction investment is estimated at a whopping Rs.20,000 Billion during the Twelfth Five Year Plan.

Industrial sector–construction opportunity of more than Rs.4,200 billion

Apart from infrastructure projects, the construction industry also receives orders from different manufacturing industries to execute construction work for industrial plants and related civil construction. The construction industry had been benefiting from the rise in industrial production in the past few years. As on June 30, 2011, the total outstanding investment in the industrial sector stood at about Rs.35,000 billion, omitting the investment which is already under implementation from the total outstanding investment, CARE Research estimates the effective construction investment of more than Rs.4,200 billion during the next 4-5 years period.

Even though, the construction opportunity from both infrastructure and industrial sectors looks immense; order inflow in the near term is likely to be affected due to slowdown in capex cycle and awarding of infrastructure projects by the Government.

Delay in project execution to hamper the revenue growth

In the past few years, with the improvement in the macroeconomic conditions and the growing emphasis of the GOI on improving infrastructure in the country, construction Companies have been benefited. This is evident from the bulging order backlog positions of the leading construction Companies. The multiple of order backlog to sales has been in the range of 2.4 to 3.3 times over the past five years. In FY09, due to the overall economic slowdown and poor liquidity conditions, the multiple had declined to a level of 2.4 times. However, with the improvement in the macroeconomic scenario in FY10, awarding of infrastructure projects caught pace and the multiple increased to three times. At the end of the FY11, the multiple reached a level of 3.3 times which was mainly on account of the muted top line growth due to poor order execution. Even though, the multiple of aggregate order backlog to sales at 3.3 times shows the decent revenue visibility for the construction Companies, execution of the order backlog remains a key challenge due to various issues.

On account of this, almost 30-35% of projects in the existing aggregate order backlog are slow moving or stuck which can hamper the project execution to a great extent and drag down the revenue growth. Taking this into consideration, CARE Research has estimated that construction companies are expected to register revenue growth at a CAGR of 29% during the period FY 11

Initiatives announced in Union Budget, 2013-14

- Infrastructure Debt Funds (IDFs) were proposed to mobilise resources and provide long-term low-cost debt for infrastructure projects.

- India Infrastructure Finance Corporation Ltd. (IIFCL), in partnership with the Asian Development Bank (ADB), would offer credit enhancement to Infrastructure Companies intending wish to access the bond market to tap long-term funds.

- Floating of tax-free infrastructure bonds of Rs.500 billion in FY14.

- Mobilizing a corpus of Rs. 200 billion towards the Rural Infrastructure Development Fund (RIDF).

- Making Rs.50 billion available to National Bank for Agriculture and Rural Development (NABARD) to finance the construction of warehouses, godowns, silos and cold storage units designed to store agricultural produce. This window will also finance, through State Governments, the construction of godowns by panchayats to store farm produce.

- 15 per cent investment allowance, in addition to normal depreciation benefits, will benefit capital goods and equipment used in the various infrastructure sectors.

4. Fixed Deposits

The Company has not accepted any deposits during the year under the provisions of Section 58A of the Companies Act, 1956, read with the Company`s (acceptance of deposits) rules 1975 as amended from time to time.

5. Particulars of Employees:

Particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) rules 1975 are NIL. The relationships with employees were cordial.

6. Directors responsibility statement:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement it is hereby confirmed that:

(i) In the preparation of the Annual Accounts for the financial year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied them consistently, made judgment 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 financial year and of the profit or loss of the Company for the year under review.

(iii) proper and sufficient care has been taken 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;

(iv) the accounts for the Financial Year ended 31st March, 2013 are on a going concern basis.

7. Directors:

After the takeover by new management all the erstwhile Directors, (representative of erstwhile management) have given their resignations. The new Promoters have duly appointed Mr. K. Rambabu, Ms. K. Sridevi, Mr. G. Prabhakar Setti, and Mr. P. Sai Venkateswara Rao as Additional Directors of the Company to hold the office upto the date of forthcoming Annual General Meeting and the Company has received notice from them proposing their candidature for the office of a Director.

Resolution seeking approval of the members for appointment of Mr. K. Rambabu, Ms. K. Sridevi, Mr. G. Prabhakar Setti, and Mr. P. Sai Venkateswara Rao have been incorporated in the Notice of the Annual General Meeting along with the brief details about them.

8. Conservation of Energy and Technology Absorption:

All possible measures have been taken to reduce energy consumption. The Company has also taken up adequate measures for the innovation, adoption and absorption of technology in construction and developmental activities. The provisions of section 217(1) (e) of the Companies Act, 1956 are not applicable.

9. Foreign Exchange:

There are no earnings and out go of Foreign Exchange.

10. Corporate Governance & Management discussion and Analysis Report:

Pursuance to clause 49 of the Listing Agreement, a report on Corporate Governance are given as annexure to this report. The certificate by the Company`s Auditors, M/s. Ch. Veeranjaneyulu & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to the report on Corporate Governance.

11. Auditors:

The auditors M/s. LNP & Co., Chartered Accountants retire at the Annual General Meeting and are eligible for re-appointment.

12. Acknowledgement:

Your new management is thankful and grateful for accepting and allowing them to turnaround the Company in the best interest of the Shareholders. Your Directors are grateful to the Financial Institutions and Banks for the valuable support as well. Your Directors wish to thank all the employee of the Company for their continued support. Your Directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board

For Indo-Asian Projects Limited

Place: Hyderabad K. Rambabu G. Prabhakar Setti Date : 13.05.2013 Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Accounts for the year ended 31.03.2012.

1. Performance and Future outlook

a) During this year under review the company has achieved a turn over of Rs. NIL lakhs and earned income from other sources amounting to Rs. 1.35 Lakhs. Thus making a total income of Rs. 1.35 Lakhs.

b) During the year under review the Company has made a cash Loss of Rs.8.56 lakhs before depreciation and Extra ordinary items.

c) The Company is making its efforts to improve the operations of the company.

d) Considering market conditions, financial resources available and the efforts made by the company your Company is steadily moving ahead in achieving its goals and expect to have better results in coming years.

e) The Companys'shares are Traded on Bombay Stock Exchange Limited.

2. Financial Results:

The financial results of the Company for the year are as under (Rs.in lacs)

31.03.2012 31-.03-2011

Profit/(LOSS) before depreciation and* (8.56) 9.77 Bad debts written off and Extra ordinary items.

Depreciation written off 1.03 1.38

Bad Debts written off 0.00 3.75

Profit or Loss before adjustments (9.59) 4.64

Prior period adjustments (Cr/Dr) 8.17 0.01

Exceptional items (Cr/Dr) 0.00 0.12

Extraordinary items 0.00 0.00

Profit after adjustments (17.76) 4.77

Provision for Income tax/MAT Cr. 0.05 0.45

Profit after Tax (17.71) 4.32

Loss brought forward from previous year (42.87) (47.19)

Net Loss carried to Balance Sheet (60.58) (42.87)

3. Fixed Deposits

The Company has not accepted any deposits during the year under the provisions of Section 58A of the Companies Act, 1956, read with the Company's (Acceptance of deposits) rules 1975 as amended from time to time.

4. Personnel:

Particulars of employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules 1975 are NIL. The employee relations during the period under review were cordial and hormonal.

5. Directors:

Sri S.G.K. Murthy the Director of the Company Retires at this Annual General Meeting by rotation and being eligible offer himself for re-appointment.

6. Directors Responsibility statement:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities statement it is hereby confirmed.

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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

(iii) 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, T956 fof safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

7. Conservation of energy and technology absorption:

All possible measures have been taken to reduce energy consumption. The Company has also taken up adequate measures " for the innovation, adoption and absorption of technology in construction and developmental activities. The provisions of section 217 (1) (e) of the Companies Act, 1956 are not applicable.

8. Foreign Exchange:

There are no earnings and out go of foreign exchange.

9. Corporate Governance & Management Discussion and Analysis Report :

Pursuance to clause 49 of the listing agreement, a report on corporate governance and Management Discussion and Analysis Reports are given as annexure to this report. The certificate of the Company's Auditors, M/s. S. Ramesh Babu & Co., Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchanges in India, is annexed to the report on corporate governance.

10. Auditors:

The Auditors M/s. S. Ramesh Babu & Co., Chartered Accountants retire at the Annual General Meeting. A notice has been received from a member proposing M/s. LNP & Co., Chartered Accountants, Hyderabad to be Auditors of the Company for the Current Financial year and the Board has recommended that they may be appointed as Auditors of the Company.

11. Acknowledgement:

Your Directors are grateful to the financial institutions for the valuable support extended by them and wish to thank all the members of the Company and place on record their appreciation and of the continued support from all the employees of the Company. For and on behalf of the Board For INDO-ASIAN PROJECTS LIMITED

Place.-Hyderabad

Date :30.05.2012 Sd/-

(P. SREENIVASAIYYENGAR)

Chairman.

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Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Accounts for the year ended 31.03.2010.

1. Performance and Future outlook

a) During this year under review the company has achieved a turn over of Rs.212.10 lakhs and earned income from other sources amounting into Rs. 1.45 Lakhs. Thus making a total income of Rs. 213.55 Lakhs.

b) During the year under review the Company has made a cash Profit of Rs. 5.32 Lakhs before depreciation.

c) The Company is successful in obtaining some material supply contract to M/s. Vedantam Alluminimum Limited and successfully started supply of Laterite material to the above company w.e.f. May 2009 onwards. The orders pending as at 31st March 2010 are about Rs. 6.00 Crores and total estimated value of turnover for the year 2010-2011 would be about Rs. 12.00 Crores and above for the supply of Laterite to M/s. Vadanta Aluminum Limited.

d) Considering market conditions, financial resources available and the efforts made by-the company your Company is steadily moving ahead in achieving its goals and expect to have better results in coming years.

e) The Companys shares are now regularly Traded on Bombay Stock Exchange and they are categorized , under "B" category.

2. Financial Results:

The financial results of the Company for the year are as under

(Rs.in lacs)

31.03.2010 31-.03-2009

Profit before depreciation 5.32 (1.09)

Depreciation written off 1.85 0.14

Profit or Loss before adjustments 3.47 (1-23)

Prior period adjustments 0.01 0.60

Exceptional items 0.57 4.20

Profit after adjustments 2.91 (6.03)

Provision for MAT 0.55 0.10

Profit after Tax 2.36 (6.13)

Loss brought forward from previous year (49.55) (43.42)

Net Loss carried to Balance Sheet (47.19) (49.55)

3. Fixed Deposits

The Company has not accepted any deposits during the year under the provisions of Section 58A of the Companies Act, 1956, read with the Companys (Acceptance of deposits) rules 1975 as amended from time to time.

4. Personnel:

Particulars of employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules 1975 are NIL. The employee relations during the period under review were cordial and hormonial.

5. Directors:

Sri D. Surendra Rao Director of the Company Retires at this Annual General Meeting by rotation and being eligible offer himself for re-appointment. ¦

6. Directors Responsibility statement:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement it is hereby confirmed.

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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.

(iii) 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.

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concernbasis. ¦.•,

7. Conservation of energy and technology absorption:

For this year as the Company is engaged in Supply of Laterite Ore as a Trading activity, the operations of the Company involve only low energy consumption. However all possible measures have been taken to reduce energy consumption. The Company has also taken up adequate measures for the innovation, adoption and absorption of technology in construction and developmental activities. The provisions of section 217 (1) (e) of the Companies Act, 1956 are not applicable.

8. Foreign Exchange:

There are no earnings and out go of foreign exchange.

9. Corporate Governance & Management Discussion and Analysis Report:

Pursuance to clause 49 of the listing agreement, a report on corporate governance and Management Discussion and Analysis Reports are given as annexure to this report. The certificate of the Companys Auditors, M/s. S. Ramesh Babu & Co., Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchanges in India, is annexed to the report on corporate governance.

10. Auditors:

The Auditors M/s. S. Ramesh Babu & Co., Chartered Accountants retire at the Annual General Meeting and they are eligible for reappointment.

11. Acknowledgement:

Your Directors are grateful to the financial institutions for the valuable support extended by them and wish to thank all the members of the Company and place on record their appreciation and of the continued support from all the employees of the Company.

For and on behalf of the Board For INDO-ASIAN PROJECTS LIMITED

Sd/- Place:Hyderabad (P.SREENIVASA IYYENGAR)

Date: 14.08.2010 Chairman