Directors Report of BKV Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting you the Twenty Second Annual Report together with Audited Accounts for the year ended 31st March, 2015.

PERFORMANCE OF THE COMPANY (Rs. In Lakhs)

For the year For the year ended ended 31/03/2015 31/03/2014

Sales & Other Income 27.13 37.29

Profit/(Loss) before interest and Depreciation 0.78 (3.01)

Depreciation 1.15 2.72

Net Profit / (Loss) before Tax & Exceptional items (0.37) (5.73)

Exceptional & Extra-Ordinary items - 7.25

Income Tax 0.10 0.15

Profit on Sale of Assets - 4.98

Net Profit/(Loss) after Tax & Exceptional Items (0.47) (0.96)

COMPANY'S PERFORMANCE AND OPERATIONS:

The Aqua Farm situated at Isakapalli was given on lease during July, 2013 for seven years. Operating in volatile and uncertain environment at that time, the company had given the farm on long term lease, netted a gross income of Rs.27.13 lakhs and incurred a marginal loss of Rs.0.47 lakhs.

DIVIDEND AND RESERVES

In view of considerable accumulated losses, no dividend is declared and not transferred any amount to reserves.

FUTURE PROSPECTS:

Sea food exports fell just short of the targeted $6 Billion for the year 2014- 15, but have still peaked to a new high crossing 1 Million tonnes in volumes for the first time. Frozen shrimps continued to be the flagship product, accounting for a share of 34% in quantity and 67% in US $ value of the total exports. Vannamei, grown in aquaculture farms was the main item under shrimps. This is achieved despite the problems in the world market like depreciation of Euro, weak economic conditions in China and devaluation of Yuan.

The company in order to reduce the losses, the company had given the farm at Iskapally for a long term lease so that it could be put to better use and the company will not have any burden of maintenance. As there is a considerable improvement in the economy revival, the promoters are exploring opportunities in various fields to revive the fortunes of the company. The lessee had considerably improved the infrastructure in farm and operating, with no or negligible maintenance costs to the Company in immediate future, thereby reducing the financial costs to the Company except the statutory compliance costs.

PARTICULARS REGARDING ENERGY CONSERVATION etc.:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure V to this Report.

SUBSIDIARY:

The company does not have any subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Smt. Bommidala Anitha (DIN: 00112766), Non-executive Woman Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

As required under clause 49 of the Listing Agreement a brief resume, expertise and details of other directorships of Smt. Bommidala Anitha (DIN:00112766) annexed to the Notice convening the 22nd Annual General Meeting of the Company.

All the Independent Directors viz., Sri Tunuguntla Rama Krishna (DIN:02324865) and Sri Nellore Dolendra Prasad (DIN:01816366) have submitted declarations confirming that they continued to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board met 7 times during the financial year 2014-15, the details of which are given in the Corporate Governance Report.

In accordance with the provisions of Section 134 of the Act and Clause 49 of the Listing Agreement, the Board had carried out an evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted had been mentioned in the Corporate Governance Report.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and also framed the criteria for determining experience, qualifications, positive attributes and independence of directors.

Sri Bommidala Rama Krishna (DIN: 00105030), Managing Director and Mr. Arisetty Sai Prasad, Chief Financial Officer (who had been appointed during the year) are the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year 2014-15, the Company has not given any guarantees/loan or made any investments. However during the year, the company has repaid an amount of Rs. 10.90 Lakhs due as on 31st March, 2014, but received Rs.4.35 Lakhs (after the repayment of Rs.3.25 lakhs) interest free loan from Mr. Bommidala Rama Krishna, Managing Director.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VII to the Board of Directors report.

AUDITORS AND AUDITORS' REPORT Statutory Auditors;

The Shareholders at the 21 st Annual General Meeting held on 13th September, 2014, had appointed M/s Garlapati & Co., Chartered Accountants (Firm Regn.No:000892S) as Statutory Auditors of the Company to hold office until the conclusion of 22nd Annual General Meeting. M/s Garlapati & Co., being eligible has expressed their willingness to continue as Statutory auditors of the Company and accordingly, the company has received a letter from them to the effect that appointment, if made would be within the prescribed limits under section 141 (3)(g) of the Companies Act, 2013 that they are not disqualified for re-appointment and their appointment is recommended to the Shareholders.

EXPLANATION FOR AUDITORS EMPHASIS OF MATTER:

(a) Regarding Non- Agriculture Tax, there was no demand from the concerned department. However, the company had shown the amount as contingent laibilitiy under other notes on account.

(b) Regarding the preparation of accounts on going concern basis the notes in Indipendent audit report is self explanatory and the company had given the farm on long term lease and got steady income and been able to meet its operational expenses.

Internal Auditors:

The Board, as required under Sec 138 of Companies Act, 2013, in consultation with Audit Committee had appointed M/s. Jonnalagadda & Associates, Chartered Accountants (Firn Regn. No:01358S) as internal auditors for the year 2014-15.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K. Srinivasa Rao & Co, Company Secretaries in practice as the Secretarial Auditor to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is given in Annexure-lII to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditor except non- compliance of section 203 of the Companies, 2013 in respect of appointment the Company Secretary as Key Managerial Person.

The Board has made utmost effort for appointment of the Company Secretary as KMP but has not been able to appoint a Company Secretary due to lack of suitability of the Candidate to the profile of the Company in terms of work location, job profile and remuneration.

RISK MANAGEMENT:

As required under Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Company has formulated a Risk Management Policy which is also available on the Company's website at www.bkvindustries.com

INTERNAL FINANCIAL CONTROLS:

The Company has adequate Internal Financial Controls with proper checks to ensure that transactions are properly authorised, recorded and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The internal auditors of the Company review the controls across the key processes and submit reports periodically to the Management and significant observations are also presented to the Audit Committee for review. Follow up mechanism is in place to monitor the implementation of the various recommendations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the Company to be ' 500 crore or more; or (b) turnover of the company to be' 1,000 crore or more; or (c) net profit of the company to be ' 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of Section 135 are not applicable to the Company.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into during the financial year with the related parties were on arm's length basis and were in the ordinary course of business. Section 188(1) of the Companies Act, 2013 exempts related party transactions that are in the ordinary course of business and are on arm's length basis. However, under clause 49 of the Listing Agreement, all material Related Party Transactions require approval of the shareholders through special resolution. However, during the year, there are no material related party transactions, other than the ordinary transactions. The Board of Directors and the Audit Committee have also approved the said related party transactions.

There are no materially significant related party transactions with the promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The policy on dealing with Related Party Transactions as approved by the Board is available at the investors section of the Company's website at www.bkvindustries.com

The particulars of contracts/arrangements entered into by the Company with related parties as required to be disclosed are given in Annexure IV to this Report.

CORPORATE GOVERNANCE:

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under the Listing Agreement. Statutory Auditor's certificate on Corporate Governance compliance is attached to Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, form part of this Annual Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

The company has not declared any dividend till date from inception and hence not applicable.

DISCLOSURES:

Committees of the Board

During the year, in accordance with the Companies Act, 2013 the Board re- constituted/re-named some of its Committees and presently the Company has the following Committees:

* Audit Committee

* Nomination & Remuneration Committee

* Stakeholders Relationship Committee

* Share Transfer Committee

* Risk Management Committee

The details of all the Committees along with their composition, terms of reference and meetings held during the year are provided with in the "Report on Corporate Governance" forming part of this Annual Report.

Vigil Mechanism & Whistle Blower Policy

The Company has a vigil mechanism and a whistle blower policy. The same has been posted on the Company's website and the details of the same are given in the Corporate Governance Report.

EXTRACT OF THE ANNUAL RETURN

The details of the extract of the Annual Return in Form MGT-9 are given in Annexure- VI to this Report.

LISTING AGREEMENT WITH STOCK EXCHANGES:

As per the requirement of Listing Agreement, the Company declares that its securities are listed on the Stock Exchanges of Bombay, Delhi, Kolkata, Chennai and Hyderabad. The company confirms that it has paid annual listing fees to the Stock Exchanges of Bombay, Madras, Delhi and Kolkata for the year 2014-2015. The Hyderabad Stock Exchange Ltd, Madras Stock Exchange Limited & Delhi Stock Exchange Association Limited had since informed that SEB1 de-recognized these Stock Exchanges.

During the year Kolkata Stock Exchange is yet to send their bill for Listing fees, hence the fees for 2015-16 have not been paid.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134(3) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:

in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

the Directors have selected such accounting policies and applied them consistently except the depreciation accounting policy as per statute change 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 as at March 31, 2015 and of the cash flows and loss of the Company for the year ended on that date;

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

The Directors have prepared the Annual Accounts on a going concern basis.

The Directors have laid down proper internal financial controls to be followed by the Company and such controls are adequate and operating effectively.

the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

GENERAL:

Your Directors state that no disclosure is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.

DELISTING OF SHARES

Company's Ordinary Equity shares are originally listed in the Stock Exchanges of Mumbai (BSE) and four other Stock Exchanges at New Delhi, Kolkata, Chennai and Hyderabad. The shares of the company are compulsorily traded in dematerialized form. The Board considered that continued listing on all stock exchanges was not necessary and therefore decided to de-list from Delhi and Calcutta stock exchanges in pursuance of special resolution passed in the 14th Annual General Meeting held on 28thSeptember, 2007. However, the company was informed by Madras Stock Exchange Limited, Hyderabad Stock Exchange Limited, The Delhi Stock Exchange Association Limited, that SEBI had de-recognized the above Stock Exchanges. Company is yet to hear from Kolkata Stock Exchange and not received any bill for Listing Fees from them for the year 2015-16.

PERSONAL RELATIONS AND APPRECIATION:

The Directors gratefully acknowledge all stakeholders of the Company viz., lessee, members, employees and banks for their support during the year. Your directors hereby place on record their appreciation for the services rendered by the staff of the Company for their hard work, dedication and commitment.

By order of the Board of Directors

Place: Guntur Date : 23th July, 2015

BOMMIDALA RAMA KRISHNA

Managing Director DIN:00105030

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting you the Twenty First Annual Report together with Audited Accounts for the year ended 31st March, 2014.

PERFORMANCE OF THE COMPANY (Rs. In Lakhs)

For the year For the year ended ended 31/03/2014 31/03/2013

Sales & Other Income 37.29 15.70

Profit/(Loss) before interest and Depreciation (3.01) (16.62)

Depreciation 2.72 3.22

Net Profit / (Loss) before Tax & Exceptional items (5.73) (19.84)

Exceptional & Extra-Ordinary items 7.25 110.08

Income Tax 0.15 -

Profit on Sale of Assets 4.98 108.36

Net Profit/(Loss) after Tax & Exceptional Items (0.96) 90.25

OPERATIONS:

The Aqua Farm situated at Isakapalli was given on lease from 1st July, 2013 for seven years and before giving it lease, the company carried out a minimum culture in the Farm.

Operating in a volatile and uncertain environment, the company had since given the farm on long term lease, netted a gross income of Rs.37.29 lakhs, including the sale of shrimp produce and incurred a marginal loss of Rs.0.96 lakhs.

DIVIDEND:

In view of huge accumulated losses, no dividend is declared.

FUTURE PROSPECTS:

The company to reduce it''s maintenance expenses had given the farm at Iskapally for a long term lease so that it can reduce losses. As there is considerable euphoria in the economy and with the change in the government, the promoters are exploring the opportunities in trading of merchantised goods in national and international markets.

Explanation for Auditors qualification :

Auditors qualification regarding the operating lease and going concern are self explanatory and need no further explanation.

PARTICULARS REGARDING ENERGY CONSERVATION etc. :

Information regarding Energy Conservation and Technology Absorption required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as annexure.

BOARD:

As per Article 145 of Articles of Association of the Company, Smt. Bommidala Anitha, director retires by rotation at the Annual General Meeting and being eligible offers herself for re-appointment.

During the year Sri Bommidala Kasiviswanadham and Mrs. Bommidala Saroja Devi, the Promoter Directors have offered their resignation from the Directorships, due to old age and health reasons. Sri Yedlapalli Srinvasa Rao and Sri Kanteti Sridhar, directors have offered their resignations due to their personal reasons.

Pursuant to the provisions of Sec 161(1) of Companies Act, 2013, the Articles of Association of the Company, Sri Nellore Dolendra Prasad and Sri Tunuguntla Rama Krishna have been re-appointed as independent directors and shall hold office up to three consequent years from the closure of the ensuing Annual General Meeting of the company. The company has received a requisite notice in writing from a member proposing the above independent directors for appointment as independent directors.

The company has received declarations from all the independent directors of the company confirming that they meet with the criteria of the independence as prescribed both under sec 149(6) of the companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges.

PARTICULARS OF EMPLOYEES:

None of the employees of your company was in receipt of remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 during the year.

AUDITORS:

M/s. Garlapati & Co, Chartered Accountants, who are the statutory auditors of the company retire at the conclusion c the Twenty first Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors c the Company. The company has received a letter from them to the effect that appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 that they are not disqualified for re-appointment

COST RECORDS

The company had appointed M/s. Sandhya & Co, if applicable as cost auditors for the compliance of cost records of the company for the financial year 2013-14.

LISTING AGREEMENT WITH STOCK EXCHANGES:

As per the requirement of Listing Agreement, the Company declares that its securities are listed on the Stock Exchange: of Bombay, Delhi, Kolkata, Chennai, and Hyderabad. The company confirms that it has paid annual listing fees to the Stock Exchanges of Bombay, Madras and Kolkata for the year 2014-2015. The Hyderabad Stock Exchange Ltd had stated that no Annual Listing Fees need be paid in view of their de-recognition by SEBI. The company has applied for delisting of the Company''s shares to the Stock Exchanges of Chennai, Kolkata, and Delhi which are under process. There was no demand from Delhi Stock Exchange and the company has not paid any listing fees.

FIXED DEPOSITS

The Company has not invited / received any fixed deposits during the period.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm:

a) that in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors 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 financial year 2013-2014 and of the loss of the Company for that year.

c) that the directors have 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.

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

CORPORATE GOVERNANCE:

A separate report on Corporate Governance with Auditor''s certificate on its compliance is attached as Annexure to this report.

MANAGEMENT DISCUSSION & ANALYSIS

A. INDUSTRY, STRUCTURE, DEVELOPMENT AND OUTLOOK.

Indian aquaculture farms are upbeat about the rising prospects of farmed shrimps in the overseas market. Both the black tiger and vannamei varieties from India have been going at a premium in the foreign market, particularly in Southeast Asia. A shortage of shrimps in countries like Thailand, Vietnam, Japan and China has raised the demand of Indian varieties. The domestic farms have gone on an overdrive to increase the production. The exports were aggregated at USD 3.51 billion. "During the financial year 2013-14, exports of marine products reached an all-time high of USD 5 billion, an official statement said. In volume terms, the exports were 9.83 lakh tonne. Among marine products, "frozen shrimp continued to be the major export value item accounting for 64.12 per cent of the total exports earnings.

B. OPPORTUNITIES, THREATS, RISKS AND CONCERNS

Both values and volumes entering the international fish markets are showing moderate growth. The market situation overall continues to be difficult, in particular in traditional developed country markets. The slightly higher prices for some farmed species are more a symptom of supply shortages than strong demand. Buoyant demand in South East Asian countries has driven world aquaculture production to new heights, yet, at the same time, consumption has slackened in many traditional developed country markets. In the US, strong interest from buyers competing for limited supply is contributing to the high prices, while the US International Trade Commission (USITC) ruled in favour of abandoning countervailing duties on imported warm-water shrimp from the seven countries that had been accused by US producers of subsidizing their shrimp industries, which includes India among other countries. The Japanese market, totally dependent on imported supplies of shrimp, is also suffering slightly as a result of the rising prices, in addition to a weaker yen and increased landing costs. Currently the market is holding relatively good stocks bought on high prices.

C. INTERNAL CONTROL SYSTEM

The company has a well-established system of internal control in operation which complies with the relevant provisions on ''Internal Control'' under the Company''s Auditor''s Report Order 2003 and as prescribed under revised clause 49 of the Listing Agreement with Stock Exchanges. All internal controls are continuously reviewed and risks of inaccurate financial reporting and fraud, if any, are dealt with immediately and eliminated. The status of implementation of recommended solutions are regularly reviewed and presented to the Audit Committee of the Board.

D. FINANCIAL PERFORMANCE

The financial statements are prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles in India. The management accepts the responsibility of integrity and objectivity of the financial statements and the basis for various estimates and the judgments used in preparing the financial statements.

During March, 2013, the company entered into a lease agreement of it''s Farm for a period of 84 months, from July, 2013, as the promoters have decided to meet the fixed expenses / costs. The company to seize the opportunities as and when the economy provide the profitable business opportunities and to control the further losses in operations and to maintain the farm assets with negligible costs to the company.

E. CAUTIONARY STATEMENT

Statement in this report, particularly those which related to management discussion and analysis, describing the company''s objectives, projections, estimates and expectations may constitute " forward looking statements " within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied. The company has entered into a seven year period Lease from July, 2013, so that the company was able to curtail substantial administrative costs and thereby reduce its losses considerably.

DELISTING OF SHARES:

Company''s Ordinary Equity shares are originally listed in the Stock Exchanges of Mumbai (BSE) and four other Stock Exchanges at New Delhi, Kolkata, Chennai and Hyderabad. The shares of the company are compulsorily traded in dematerialized form. Hyderabad stock exchange had informed earlier that it had been derecognised by SEBI. Hence no need to pay listing fee. The Board considered that continued listing on all stock exchanges was not necessary and therefore decided to de-list from Delhi and Calcutta stock exchanges in pursuance of special resolution passed in the 14th Annual General Meeting held on 28th September, 2007. The company since made an application for delisting of its shares in Chennai, Delhi and Kolkata stock exchanges and the matter is under consideration of these Stock Exchanges. However, the managements opine to renew the matter during the year and proposing to get the approval from shareholders once again as the Madras Stock Exchange had since informed the Company that the company can delist from it''s Stock Exchange Membership, as per SEBI directions and it''s voluntary de-recognition by the Exchange.

APPRECIATION:

The Board appreciates the valuable co-operation and support extended by all the employees, Promoter & Independent Directors and shareholders of the Company.

Place: Guntur By order of the Board of Directors Date: 6th August, 2014 BOMMIDALA RAMA RISHNA Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting you the Twentieth Annual Report together with Audited Accounts for the year ended 31st March, 2013.

PERFORMANCE OF THE COMPANY (Rs. in Lakhs) For the year ended For the year ended 31/03/2013 31/03/2012

Sales & Other Income 15.70 64.96

Profit/(Loss) before interest and Depreciation (16.62) 6.84

Depreciation 3.22 6.96

Net Profit / (Loss) before tax & Exceptional items (19.84) (0.12)

Exceptional items 1.73 6.35

Profit on Sale of Assets 108.36 -

Net Profit/(Loss) after Tax & Exceptional Items 90.25 6.23

OPERATIONS:

A. Farm : The Aqua Farm situated at Isakapalli was given on lease during March, 2011 for two years, but the Lessee terminated the lease in Nov. 2012. The company then explored the possibility of giving it''s Farm on lease and in process the company identified another party and gave it''s farm on lease for a period of seven years from July, 2013. In the meanwhile the company carried out a minimal culture in the Farm.

B Hatchery: During April, 2012, the company disposed off the hatchery assets in as is where is condition and the proceeds had been utilized to clear off the interest free unsecured loans extended by the management director and his associated concern pending for a long time.

DIVIDEND:

In view of huge accumulated losses, no dividend is declared.

FUTURE PROSPECTS:

As stated in the Director''s Report of the previous year, the Hatchery unit situated at Mypadu Village was disposed off during the year in as is where is condition and the farm is given for a period of 7 years lease from July, 2013, there by saving considerable overhead costs.

PARTICULARS REGARDING ENERGY CONSERVATION etc. :

Information regarding Energy Conservation and Technology Absorption required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as annexure.

BOARD:

As per Article 145 of Articles of Association of the Company, Sri Kanteti Sridhar, director retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

As per Article 145 of Articles of Association of the Company, Sri Dolendra Prasad, director retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

As per Article 145 of Articles of Association of the Company, Sri Yedlapalli Srinivasa Rao, director retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

PARTICULARS OF EMPLOYEES:

None of the employees of your company was in receipt of remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 during the year.

AUDITORS:

M/s. Garlapati & Co, Chartered Accountants, who are the statutory auditors of the company retire at the conclusion of the Twentieth Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company. The company has received a letter from them to the effect that appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

COST RECORDS

The Government had stipulated cost records under Section 209(1)(d) of the Companies Act, 1956 and as prescribed cost records are being maintained and the same are being reviewed by the Qualified Cost Auditor and the Compliance Report under compilation.

LISTING AGREEMENT WITH STOCK EXCHANGES:

As per the requirement of Listing Agreement, the Company declares that it''s securities are listed on the Stock Exchanges of Bombay, Delhi, Kolkata, Chennai and Hyderabad. The company confirms that it has paid annual listing fees to the Stock Exchanges of Bombay, Madras and Kolkata for the year, 2013-2014. The Hyderabad Stock Exchange Ltd had stated that no Annual Listing Fees need to be paid in view of their de- recognition by SEBI. The company has applied for delisting of the Company''s shares to the Stock Exchanges of Kolkata, and Delhi which are under process. There was no demand from Delhi Stock Exchange and the company had not paid any listing fee.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm:

a) that in the preparation of the annual accounts for the year ended 31 March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors 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 financial year, 2012-2013 and of the Profit of the Company for that year.

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE:

A separate report on Corporate Governance with Auditor''s certificate on its compliance is attached as Annexure to this report.

DELISTING OF SHARES:

Company''s Ordinary Equity shares are originally listed in the Stock Exchanges of Mumbai (BSE) and four other Stock Exchanges at New Delhi, Kolkata, Chennai and Hyderabad. The shares of the company are compulsorily traded in dematerialized form. The Board considered that continued listing on all stock exchanges was not necessary and therefore decided to de-list from Delhi and Calcutta stock exchanges in pursuance of special resolution passed in the 14 Annual General Meeting held on 28 September, 2007. The company since made an application for delisting of its shares in Delhi and Kolkata stock exchanges and the matter is under consideration of these Stock Exchanges.

APPRECIATION:

The Board appreciates the valuable co-operation and support extended by all the employees and shareholders of the Company.



By order of the Board of Directors

Place: Guntur Date: 22nd July, 2013

B. RAMA KRISHNA Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting you the Nineteenth Annual Report together with Audited Accounts for the year ended 31st March, 2012.

PERFORMANCE OF THE COMPANY (Rs. in Lakhs) For the year For the year ended ended 31/03/2012 31/03/2011

Sales & Other Income 64.96 52.97

Profit/(Loss) before interest 6.84 (-) 7.24

and Depreciation

Depreciation 6.96 7.55

Net Profit/(Loss) before tax &

Exceptional items (-) 0.12 (-) 14.79 Exceptional items 6.35 14.14

Net Profit/(Loss) after tax &

Exceptional items 6.23 (-) 0.65

OPERATIONS:

A. Farm : During March, 2011, the Aqua Farm situated at Isakapalli is given on lease. The company also invested adequately for improving building structures like store rooms, administrative office, godowns, canteen etc so that the entire infrastructure is improved substantially for future operations.

B. Hatchery: No seed is produced during the year 2011-2012. However shrimp is produced about 17.43 tonnes in ponds situated at Hatchery and achieved a shrimp turnover of Rs. 37.59 lakhs.

DIVIDEND:

In view of huge accumulated losses, no dividend is declared.

FUTURE PROSPECTS:

The company has identified a buyer for its Hatchery at Mypadu in March 2012 in 'as is where is condition' and completed the formalities of selling the total property at a total price of Rs. 150 Lakhs and could repay the interest free unsecured loans extended by promoters for more than a decade. With this transaction the company has become debt free company and the promoters are reviewing the global market conditions to venture into commodities and other related business.

PARTICULARS REGARDING ENERGY CONSERVATION etc.:

Information regarding Energy Conservation and Technology Absorption required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as Annexure.

BOARD:

As per Article 145 of Articles of Association of the Company, Sri B. Kasiviswanadham, director retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment. As per Article 145 of Articles of Association of the Company, Smt. B.Anitha, director retires by rotation at the Annual General Meeting and being eligible offers herself for re-appointment.

PARTICULARS OF EMPLOYEES:

None of the employees of your company was in receipt of remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 during the year.

AUDITORS:

M/s. Garlapati & Co, Chartered Accountants, who are the statutory auditors of the company retire at the conclusion of the Nineteenth Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The company has received a letter from them to the effect that appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

LISTING AGREEMENT WITH STOCK EXCHANGES

As per the requirement of Listing Agreement, the Company declares that it's securities are listed on the Stock Exchanges of Bombay, Delhi, Kolkata, Chennai, and Hyderabad. The company confirms that it has paid annual listing fees to the Stock Exchanges of Kolkata, Bombay and Chennai for the year 2012-2013. The Hyderabad Stock Exchange Ltd had stated that no Annual Listing Fees need be paid in view of their de-recognition by SEBI. The company has applied for delisting of the Company's shares to the Stock Exchanges of Kolkata, and Delhi which are under process. There was no demand from Delhi Stock Exchange and the company has not paid any listing fees.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm:

a) that in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors 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 financial year 2011-2012 and of the Profit of the Company for that year.

c) that the directors have 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.

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

CORPORATE GOVERNANCE:

A separate report on Corporate Governance with Auditor's certificate on its compliance is attached as Annexure to this report.

DELISTING OF SHARES:

Company's Ordinary Equity shares are originally listed in the Stock Exchanges of Mumbai (BSE) and four other Stock Exchanges at New Delhi, Kolkata, Chennai and Hyderabad. The shares of the company are compulsorily traded in dematerialized form. The Board considered that continued listing on all stock exchanges was not necessary and therefore decided to de-list from Delhi and Calcutta stock exchanges in pursuance of special resolution passed in the 14th Annual General Meeting held on 28th September, 2007. The company since made an application for delisting of its shares in Delhi and Kolkata stock exchanges and the matter is under consideration of these Stock Exchanges.

APPRECIATION:

The Board appreciates the valuable co-operation and support extended by all the employees and shareholders of the Company.

By order of the Board of Directors

B. RAMA KRISHNA Chairman & Managing Director

Place : Guntur Date : 04-08-2012

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Mar 31, 2011

The Directors have pleasure in presenting you the Eighteenth Annual Report together with Audited Accounts for the year ended 31st March, 2011.

PERFORMANCE OF THE COMPANY (Rs. in Lakhs)

For the year ended For the year ended 31/03/2011 31/03/2010

Sales & Other Income 52.97 26.16

Profit/(Loss) before interest 6.90 (-) 7.56 and Depreciation

Depreciation 7.55 8.89

Net Profit / (Loss) before tax & (0.65) (-) 16.45 Exceptional item

Net Profit/(Loss) after tax (0.65) (-) 16.45

OPERATIONS:

A. Farm : During March, 2011, the Aqua Culture Farm situated at Isakapalli is given on lease. This will enable the company to revitalize all its important assets like culture ponds, Feeder canal structures, electrical installations like, generators, transformers, lighting facilities etc. The company also invested adequately for improving building structures like stores rooms, administrative office, feed god owns, pump houses, generators rooms, canteen etc. so that the entire infrastructure is improved substantially for future operations.

B. Hatchery: No seed is produced during the year 2010 - 2011. However shrimp is produced about 15.94 Tonnes in ponds situated at Hatchery and achieved a shrimp turnover of Rs 37.25 lakhs.

DIVIDEND:

In view of huge accumulated losses, no dividend is declared.

FUTURE PROSPECTS:

After a strong 2010, the current year is expected to yield new records in international fish trade. Volumes are sustained by firm demand in most markets and prices are rising for all varieties. The situation in Japan has added some uncertainty regarding Japanese consumer behavior, its possible impact on demand for imported fish products and the repercussions in world markets. India's seafood exports are targeted to rise to $ 4 billion for the current year, up from $ 2.8 billion which was achieved in 2010-11. However, due to the projected recession in USA and Europe, your directors expect that the export growth in the industry might get slow down during the current year 2011-12.

PARTICULARS REGARDING ENERGY CONSERVATION etc. :

Information regarding Energy Conservation and Technology Absorption required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as annexure.

BOARD:

As per Article 145 of Articles of Association of the Company, Smt. B. Saroja Devi, director retires by rotation at the Annual General Meeting and being eligible offers herself for re-appointment.

As per Article 145 of Articles of Association of the Company, Sri T. Rama Krishna, director retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

PARTICULARS OF EMPLOYEES:

None of the employees of your company was in receipt of remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 during the year.

AUDITORS:

M/s. Garlapati & Co, Chartered Accountants, who are the statutory auditors of the company retire at the conclusion of the Eighteenth Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company. The company has received a letter from them to the effect that appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

LISTING AGREEMENT WITH STOCK EXCHANGES:

As per the requirement of Listing Agreement, the Company declares that it's securities are listed on the Stock Exchanges of Bombay, Delhi, Kolkata, Chennai, and Hyderabad. The company confirms that it has paid annual listing fees to the Stock Exchanges of Delhi, Kolkata, Bombay and Chennai for the year 2011-2012. The Hyderabad Stock Exchange Ltd have stated that no Annual Listing Fees need be paid in view of their de-recognition by SEBI. The company has applied for delisting of the Company's shares to the Stock Exchanges of Kolkata, and Delhi which are under process.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm :

a) that in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors 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 financial year 2010-2011 and of the loss of the Company for that year.

c) that the directors have 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.

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

CORPORATE GOVERNANCE:

A separate report on Corporate Governance with Auditor's certificate on its compliance is attached as

DELISTING OF SHARES:

Company's Ordinary Equity shares are originally listed in the Stock Exchanges of Mumbai (BSE) and four other Stock Exchanges at New Delhi, Kolkata, Chennai and Hyderabad. The shares of the company are compulsorily traded in dematerialized form. The Board considered that continued listing on all stock exchanges is not necessary and therefore decided to de-list from Delhi and Calcutta stock exchanges in pursuance of special resolution passed in the 14th Annual General Meeting held on 28th September, 2007. The company since made an application for delisting of its shares in Delhi and Kolkata stock exchanges and the matter is under consideration of these Stock Exchanges.

APPRECIATION:

The Board appreciates the valuable co-operation and support extended by all the employees and shareholders of the Company.

By order of the Board of Directors

B. RAMA KRISHNA Place : Guntur Chairman & Managing Director Date:13/08/2011

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Mar 31, 2010

The Directors have pleasure in presenting you the Seventeenth Annual Report together with Audited Accounts for the year ended 31st March, 2010.

PERFORMANCE OF THE COMPANY (Rs. in Lakhs)

For the year ended For the year ended 31/03/2010 31/03/2009

Sales & Other Income 26.16 7.68

Profit/(Loss) before interest (-) 7.56 (-) 22.48 and Depreciation

Depreciation 8.89 10.34

Net Profit / (Loss) before tax & (-) 16.45 (-)32.82

Exceptional item - 192.43

Exceptional item - 0.10

Fringe Benefit Tax (-) 16.45 159.51 Net Profit/(Loss) after tax & exceptional Items



OPERATIONS:

A. Farm : No culture is carried out during the year in Farm.

B. Hatchery: No seed is produced during the year 2009 - 2010. However shrimp is produced about 7.39 Tonnes in ponds situated at Hatchery and achieved a shrimp turnover of Rs 17.06 lakhs.

DIVIDEND:

In view of huge accumulated losses, no dividend is declared.

The auditors have given a disclaimer in view of discontinuance of operations in Hatchery and Farm. The note No. “ C “ to the notes to accounts (Schedule 13 ) is self explanatory in nature and the accounts are drawn up on going concern basis in view of operations of limited shrimp farming near Hatchery.

FUTURE PROSPECTS:

As there is a volatility in foreign exchange rates, the company is keenly watching the markets for trading opportunity in items like Tobacco and other commodities. Since the major portion of losses have been wiped off, the company is contemplating to raise necessary working capital funds for trading operations.

CAPITAL RESTRUCTURING :

The Scheme of Arrangement for capital restructuring involving the reduction of paid-up value of the share from Rs. 10/- to Re.1/- and for the conversion of secured loans to equity has been approved by the Honble High Court of Andhra Pradesh dated 13th February, 2009. The said order was also filed with the office of the Registrar of Companies, Andhra Pradesh. The scheme has been implemented in full with the company effecting the reduction of paid-up value of equity share from Rs.10/- to Re.1/-. Consequently the paid-up share capital of the company was reduced from Rs. 6,27,94,000/- to Rs. 62,79,400/- wiping off Rs. 5,65,14,600/- of accumulated losses. The losses of the company as at 31/03/2010 stood reduced to Rs 4,37,04,583/- as against Rs. 9,85,74,493/- as at 31/03/2009. The shares of the company carrying face value of Re.1/- have been listed. Further on 29/01/2010 the company allotted 91,69,184 number equity shares to the promoters of the company namely Sri B. Kasiviswanadham, Sri B. Rama Krishna & Smt. B. Saroja Devi by converting Rs. 303.50 lakhs secured loans as per the scheme of arrangement. This resulted in secured loans getting wiped out and the paid-up share capital of the company getting increased to Rs. 1,54,48,584/-. Further the promoters holding in the company increased as under:

Prior to allotment of shares Post allotment of shares on conversion of loans

18,03,800 - 28.73% 1,09,72,984 - 71.03%

The company employed the Price Discovery Formula as envisaged in the said Scheme of Arrangement and the price per share as arrived was Rs. 3.31. The company is in the process of obtaining listing of the aforesaid shares. The New Shares issued are subject to lock-in period of three years.

PARTICULARS REGARDING ENERGY CONSERVATION etc. :

Information regarding Energy Conservation and Technology Absorption required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as annexure.

BOARD:

As per Article 145 of Articles of Association of the Company, Sri Kanteti Sridhar retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment .

As per Article 145 of Articles of Association of the Company, Sri Nellore Dolendra Prasad retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

PARTICULARS OF EMPLOYEES:

None of the employees of your company was in receipt of remuneration exceeding the limit prescribed under section 217 (2 A) of the Companies Act, 1956 during the year.

AUDITORS:

M/s. Garlapati & Co, Chartered Accountants, who are the statutory auditors of the company retire at the conclusion of the Seventeenth Annual General Meeting and being eligible offer themselves for re- appointment as Statutory Auditors of the Company. The company has received a letter from them to the effect that appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

LISTING AGREEMENT WITH STOCK EXCHANGES :

As per the requirement of Listing Agreement, the Company declares that its securities are listed on the Stock Exchanges of Mumbai, Delhi, Kolkata, Chennai and Hyderabad. The company confirms that it has paid annual listing fees to the Stock Exchanges of Mumbai & Chennai for the year 2010 -11. The Hyderabad Stock Exchange Ltd have stated that no Annual Listing Fees need be paid in view of their de- recognition by SEBI. The company has applied for delisting of the Companys shares to the Stock Exchanges of Kolkata, and Delhi which are under process and hence not paid annual listing fees for the year 2010- 2011.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm

a) that in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors 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 financial year 2009-2010 and of the Loss of the Company for that year.

c) that the directors have 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.

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

CORPORATE GOVERNANCE:

A separate report on Corporate Governance with Auditors certificate on its compliance is attached as Annexure to this report.



DELISTING OF SHARES:

Companys Ordinary Equity shares are originally listed in the Stock Exchanges of Mumbai (BSE) and four other Stock Exchanges at New Delhi, Kolkata, Chennai and Hyderabad. The shares of the company are compulsorily traded in dematerialized form. The Board considered that continued listing on all Stock Exchanges is not necessary and therefore decided to de-list from Delhi and Calcutta Stock Exchanges in pursuance of special resolution passed in the 14th Annual General Meeting held on 28th September, 2007. The company since made an application for delisting of its shares in Delhi and Kolkata Stock Exchanges and the matter is under consideration of these Stock Exchanges.

APPRECIATION :

The Board appreciates the valuable co-operation and support extended by all the employees and shareholders of the company.



By order of the Board of

Directors

Place : Guntur

Date: 30-08-2010 B. RAMA KRISHNA

Chairman & Managing Director