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INDO-ASIAN PROJECTS LIMITED

19TH ANNUAL REPORT

2013-14

CONTENTS

Notice to the Share Holders 1-10

Directors’ Report 11-13

Management Discussion and Analysis 14

Report on Corporate Governance 15-21

CEO & CFO Certification 22

Certificate on Corporate Governance 23

Auditors’ Report on Financial Statements 24-30

Balance Sheet 31

Statement of Profit and Loss 32

Notes on Fianancial Statements 33-42

Cash Flow Statement 43

Attendance Slip 44

Form No. MGT -11 Proxy Form 45-46

Annual Report-2013-14

Website: www.indo-asian.com

REGISTERED OFFICE

K1 SQUARE , Plot No.5, SanjeevaiahCo-operative Housing Society Ltd,Sikh Village Road , Cantonment,

Secunderabad, Telangana-500011.Cell : 84988 12233

E-mail : [email protected]

BOARD OF DIRECTORS

K. RambabuManaging Director and Chief Executive Officer

G. Prabhakar SettiDirector and Chief Financial Officer

K. SrideviP. Sai Venkateswara RaoLohit Kamarajugadda*

*appointed w.e.f 20.05.2014

AUDITORSM/S LNP & CO.

Chartered AccountantsS R Nagar, Hyderabad.

BANKERS

Dena BankIndian Overseas Bank

REGISTRAR AND SHARE TRANSFER AGENT

Venture Capital and Corporate Investments Pvt. Ltd.12-10-167, Bharatnagar,

Hyderabad -500018.Tel : 040-23818475 / 76

e-mail Id : [email protected]

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NOTICE

Notice is hereby given that the 19th Annual General Meeting of the Members ofINDO-ASIAN PROJECTS LIMITED will be held on Tuesday, the 30th day of September, 2014at 3.00 P.M. at Saptaparni, Plot No. 21, Road Number 8, Banjara Hills, Hyderabad, 500034- Telangana to transact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Statement of Profit & Loss for the year ended31.03.2014 and the Balance Sheet of the Company as on that date together with the reportsof Directors and Auditors thereon.

2. To appoint a Director in place of Smt. K. Sridevi who retires by rotation and beingeligible, offers herself for reappointment.

3. To appoint M/s. LNP & Co., Chartered Accountants, Hyderabad, as Auditors of theCompany.

“RESOLVED THAT pursuant to provisions of Section 139(9) read with second provisionSection 139(2) of the Companies Act 2013, and the rules made there under M/s LNP & Co,Chartered Accountants, Hyderabad be and is hereby re- appointed as statutory auditorsof the Company to hold the office from the conclusion of this Annual General Meeting tillthe conclusion of fourth consecutive Annual General Meeting (subject to ratification bythe members at every Annual General Meeting) and that the Board of Directors be and ishereby authorized to fix their remuneration for the period.”

SPECIAL BUSINESS:

4. To consider and, if thought it fit, to pass the following resolution, with or withoutmodification(s), as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 149,152, 160 of the Companies Act,2013 and the rules made there under Mr. Lohit Kamarajugadda, (holding DIN: 05156603)who was appointed as an Additional Director of the Company by the Board of Directorspursuant to the provisions of Section 161 of the Companies Act, 2013 be and herebyappointed as Independent Director of the Company to hold office for 5 (Five) consecutiveyears i.e., up to 30th September 2019 and that he shall not liable to retire by rotation andin respect of whom the Company has received a notice in writing from a member proposinghis candidature for the office of Director be and is hereby appointed as a Director of theCompany.”

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“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and otherapplicable provisions of the Companies Act, 2013 and the rules made there under(including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV thereto; Mr. P. Sai Venkateswara Rao (DIN: 06433994),who was appointed as Director liable to retire by rotation under erstwhile CompaniesAct, 1956 and holds office as Independent Director of the Company under clause 49 ofthe listing agreement with stock exchanges and in respect of whom the Company hasreceived a notice in writing from a member proposing his candidature for the office ofIndependent Director, be and is hereby appointed as an Independent Director of theCompany to hold office for 5 (Five) consecutive years up to 30th September 2019 andthat he shall not liable to retire by rotation.”


“RESOLVED THAT pursuant to the provisions of Section 161, and other applicableprovisions, if any, of the Companies Act, 2013 (including any modification or re-enactmentthereof) Mr. K Uday Dinakar (DIN No: 02962448) in respect of whom a notice in writinghas been received by the Company proposing his candidature for the office of Directorunder section 161 of the Companies Act, 2013, be and is hereby appointed as IndependentDirector of the Company to hold the office for 5 (five) consecutive years up to 30th

September 2019 and that he shall not be liable to retire by rotation”


“RESOLVED THAT pursuant to Sections 196, 197 and other applicable provisions, ifany, of the Companies Act, 2013 (the ‘Act’) read with Schedule V thereto and subject tosuch other approvals or permissions as may be necessary, consent of the members ofthe Company be and is hereby accorded for appointment of Mr. K. Rambabu (DIN:01165601), as the Managing Director cum Chief Executive Officer of the Company for aperiod of 5 years with effect from 24th July, 2014 with a Basic Salary per month: 10,000/- inclusive of all the perquisites and allowances.

“RESOLVED FURTHER THAT, the Board of Directors or its duly constituted committeebe and is hereby authorized to alter and vary the terms and conditions of appointmentand /or remuneration including annual increments based on the performance appraisal,provided the same are not exceeding the limits specified under Section 197 and otherapplicable provisions of the Companies Act, 2013 read with Schedule V thereto.”

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8. To consider and, if thought it fit, to pass the following resolution, with or without

modification(s), as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 196, 197 and other applicable provisions, if any,

of the Companies Act, 2013 (the ‘Act’) and subject to such other approvals or permissions

as may be necessary, consent of the members of the Company be and is hereby accorded

for appointment of Mr. G. Prabhakar Setti (DIN: 05260564), as the Chief Financial Officer

of the Company with a basic salary of Rs 10,000/- per month inclusive of all the perquisites

and allowances.

By order of the Board

Place: Hyderabad for Indo-Asian Projects Limited

Date : 14.08.2014

Sd/-

K. Rambabu

Managing Director

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NOTES:

1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy toattend and vote instead of himself and the proxy need not be a Member of the Company,Proxy form in order to be effective, must be deposited at the Registered office of theCompany not less than forty eight hours before the time fixed for holding the meeting.

2. The Register of Members and Share Transfer Books of the Company will remainclosed from 22nd September, 2014 to 30th September, 2014 (both days inclusive).

3. The Company has entered into necessary arrangement with National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) toenable the shareholders to dematerialise their shareholding in the Company, for whichthey may contact the depository participants of either of the depositories. It may benoted that the shares of the Company have been included in the list of securities forcompulsory trading in dematerialised form for all investors. Shareholders are, therefore,advised to dematerialise their shareholding to avoid inconvenience in future.

4. Members are requested to notify the change of address, if any, to the Company /Shares Transfer Agents quoting register Folio number.

5. Members desiring to seek any information on the annual accounts are requested towrite to the Company at least seven days in advance of the meeting so that the informationcan be made readily available at the meeting.

6. All communications relating to shares may be addressed to Company’s Share TransferAgents (Physical and Electronic) at the following address. M/s Venture Capital andCorporate Investments Pvt. Ltd. 12-10-167, Bharat Nagar, Hyderabad -500018, Telephonenos. 040- 23818475/23818476,E-mail address:[email protected].

7. Demat ISIN Numbers in NSDL and CDSL for Equity Shares is INE559F01016 and theCompany shares are traded in Bombay Stock Exchange

8. Corporate Members are requested to send a duly certified, copy of the BoardResolution authorising their representative to attend and vote at the Annual GeneralMeeting.

9. Members / Proxies should bring the duly filled Attendance Slip enclosed herewith toattend the meeting.

10. Shareholders are requested to kindly bring their copies of Annual Report to theMeeting as the same will not be distributed at the meeting hall.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission ofPermanent Account Number (PAN) by every participant in securities market. Membersholding shares in electronic form are, therefore, requested to submit the PAN to their

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Depository Participants with whom they are maintaining their demat account(s). Membersholding shares in physical form can submit their PAN details to the Registrar and ShareTransfer Agent.

12. The Notice of the 19th Annual General Meeting of the Company and instructions for e-voting, along with the Attendance Slip and Proxy Form, are being sent by electronic modeonly to all the members whose email addresses are registered with the Company /Depository Participant(s) for communication purposes unless any member has requestedfor a hard copy of the same. For members who have not registered their email address,physical copies of the Annual Report 2014 are being sent by permitted mode.

13. Voting through electronic means: Pursuant to the provisions of section 108 of theCompanies Act, 2013, Rule 20 and Rule 21 of Companies (Management and Administration)Rules, 2014, the Company is pleased to provide members facility to exercise their right tovote at the 19th Annual General Meeting (AGM) by electronic means and the businessmay be transacted through e-voting services provided by Central Depository ServicesLimited (CDSL).

The Instructions for e-voting is as under:

A) In case of Members receives an email from CDSL (for Members whose e-mailregistered with Company or Depositories):

(i) Log on to the e-voting website www.evotingindia.com during the voting period

(ii) Click on “Shareholders” tab.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered withthe Company.

d. Next enter the Image Verification Code / Captcha Code as displayed and Click on Login.

e. If you are holding shares in Demat form and had logged on towww.evotingindia.com andcasted your vote earlier for EVSN of any company/entity, then your existing password isto be used. If you are a first time user follow the steps given below

(iv) Now, fill up the following details in the appropriate boxes:

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(v) After entering these details appropriately, click on “SUBMIT” tab.

(vi) Members holding shares in physical form will then reach directly the EVSN selectionscreen. However, members holding shares in demat form will now reach ‘PasswordCreation’ menu wherein they are required to mandatorily enter their login password inthe new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible tovote, provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost careto keep your password confidential.

(viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.

(ix) Click on the relevant EVSN of Indo-Asian Projects Limited on which you choose tovote.

(x) On the voting page, you will see Resolution Description and against the same theoption “YES/NO” for voting. Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NO implies that you dissent to theResolution.

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (in Capital) (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field. • In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the Bank records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the Bank records for the said demat account or folio. # Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

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(xi) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

(xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else tochange your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modifyyour vote.

(xiv) You can also take out print of the voting done by you by clicking on “Click here toprint” option on the Voting page.

(xv) If Demat account holder has forgotten the changed password then enter the User IDand image verification code / Captcha Code and click on Forgot Password & enter thedetails as prompted by the system.

(xvi) A. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are requiredto log on to https://www.evotingindia.co.inand register themselves as Corporates.

B. They should submit a scanned copy of the Registration Form bearing the stamp andsign of the entity to [email protected].

C. After receiving the login details they have to create a user who would be able to link theaccount(s) which they wish to vote on.

D. The list of accounts should be mailed to [email protected] and on approvalof the accounts they would be able to cast their vote.

E. They should upload a scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian, if any, in PDF format in thesystem for the scrutinizer to verify the same.

B) In case of members receiving the physical copy of Notice of Annual General

Meeting:

Please follow all steps from sl.no. (i) to sl.no. (xvi) above to cast vote.

In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in underhelp section or write an email to [email protected].

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C) OTHER INSTRUCTIONS

The voting period begins on 23rd September, 2014 (9.00 AM) and ends on 25th September2014 (6.00 PM) During this period shareholders’ of the Company, holding shares eitherin physical form or in dematerialized form, as on the cut-off date of 14th August, 2014,may cast their vote electronically. The e-voting module shall be disabled by CDSL forvoting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholdershall not be allowed to change it subsequently.

c) The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date is 14th August, 2014.

d) Mr. CH Veeranjaneyulu, Practicing Company Secretary, VCSR & Associates, Hyderabadhas been appointed as Scrutinizer to scrutinize the e-voting process in a fair andtransparent manner.

e) The scrutinizer shall within a period of not exceeding three working days from theconclusion of the e-voting period unblock the votes in the presence of at least two witnessesnot in employment of the Company and make a scrutinizer’s report of the votes cast infavour or against, if any, forthwith to the Chairman of the Company.

f) The results of the e-voting along with the scrutinizer’s report shall be placed in theCompany’s website www.indo-asian.com within two days of passing of the resolution atthe AGM of the Company. The results will also be communicated to the stock exchangeswhere the shares of the Company are listed.

g) In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com under help section or write an email [email protected].

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EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

ITEM NO 4: Mr. Lohit Kamarajugadda was appointed as an Additional Director w.e.f. May20, 2014 by the Board of Directors of the Company in accordance with the provisions ofthe Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013 theabove Director holds office up to the date of the ensuing Annual General Meeting. In thisregard the Company has received request in writing from a Member of the Companyproposing his candidature for appointment as Director of the Company in accordancewith the provisions of the Companies Act, 2013. The Board feels that presence of Mr.Lohit Kamarajugadda on the Board is desirable and would be beneficial to the Companyand hence recommend resolution No. 4 for adoption.

In view of the same, it is proposed to appoint Mr. Lohit Kamarajugadda as IndependentDirectors under Section 149 of the Act and Clause 49 of the Listing Agreement to holdoffice for 5 (five) consecutive years i.e. up to 31.09.2019 and shall not liable to retire byrotation during the said period.

None of the Directors, except Mr. Lohit Kamarajugadda is concerned or interested in thisresolution. The Board recommends resolutions under Item No. 4 to be passed as ordinaryresolution.

ITEM NO 5: Pursuant to Section 149 and other applicable provisions of the CompaniesAct, 2013, every listed public company needs to have at least one-third of the total numberof directors as independent directors, who shall hold the office for term up to 5 consecutiveyears. The said section further provides that any tenure of Independent Director on thedate of commencement of the Companies Act, 2013 i.e. 01.04.2014 shall not be countedas term for aforesaid period of 5 years and also lays down additional criteria for becomingIndependent Director of the Company.

Mr. P. Sai Venkateswara Rao earlier appointed as Director liable to retire by rotation undererstwhile Companies Act, 1956 and holds office as Independent Director of the Companyunder clause 49 of the listing agreement with stock exchanges .

The Company has also received declaration from Mr. P. Sai Venkateswara Rao, stating thathe met with the criteria of independence as prescribed both under sub-section (6) ofSection 149 of the Act and under Clause 49. The Board of Directors of your Company,after reviewing the declarations submitted by the above Independent Director, is of theopinion that the said Director meet the criteria of Independence as per Section 149(6) ofthe Companies Act, 2013 and the rules made there under and also meet with the requirementsof Clause 49 of listing agreements for being Independent Director on the Board of theCompany and are also independent of the management.

The Company has received notices in writing from members along with the deposit ofrequisite amount under Section 160 of the Act proposing the candidature of Shri. P. SaiVenkateswara Rao for the office of Director of the Company. In view of the same, it is

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proposed to appoint Mr. P. Sai Venkateswara Rao as Independent Directors under Section149 of the Act and Clause 49 of the Listing Agreement to hold office for 5 (five) consecutiveyears i.e. up to 31.09.2019 and shall not liable to retire by rotation during the said period.

ITEM NO 6: Mr. Uday Dhinkar has completed his Bachelors in Law and Masters in HumanResource Management. He possesses vast administrative skills and having immenseKnowledge in related field of business which will be more useful for the advancement ofthe company in present conditions and as well as in future.

Keeping in view the above, the Directors of the Company has recommended for hisappointment as Director of the Board in the interest of the Company.

None of the Directors has shown their interest in the above said resolution except theappointing Director.

The relevant documents and records are available for inspection during the businesshours of the Company till the date of the meeting

ITEM NO 7: Mr. K. Rambabu, who is promoter and has been on the Board as a ExecutiveDirector of Company and has exposure to the functioning of the Company in all respects.

Keeping in view of this, the Board of Directors feels that the Company should avail theservices of Mr. K. Rambabu. Hence the Board of Directors at their meeting held on 24thJuly, 2014 has considered it necessary to appoint Mr. K. Rambabu as Managing Directorof the company and his appointment shall not be liable to retire by rotation withimmediate effect on existing terms of payment subject to the approval of members ofthe Company.

ITEM NO 8: Mr. G. Prabhakar Setti, who is a professional Director of the Company andhas exposure on all the financial matters of the Company and has a very good knowledgeand expertise in handling all the financial affairs of the Company.

Keeping in view of this, the Board of Directors feels that the Company should avail theservices of Mr. G. Prabhakar Setti. Hence the Board of Directors at their meeting held on24th July, 2014 has considered it necessary to appoint Mr. G. Prabhakar Setti as ChiefFinancial Officer of the Company subject to approval of the Members of the Company.

By order of the Board For Indo-Asian Projects Limited

Sd/-Place: Hyderabad K. RambabuDate: 14.08.2014 Managing Director

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DIRECTORS REPORT

Your Directors/Management have pleasure in presenting 19th Annual Report togetherwith 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 DepreciationWritten 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 areSelf-explanatory. The New Management is in the Process of identifying new businessventures 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 SubContractors and Work Contractors as the Company has no eligibility for direct bidding.

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

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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 year2014-2015 have been paid to them well before the due date i.e. April 30, 2014. TheCompany has also paid the annual custodian fees to NSDL & CDSL for the Securities ofthe 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 theArticles of Association of the Company, Smt. K. Sridevi is liable to retire by rotation and iseligible for re-appointment.

Mr. Lohit Kamarajugadda has been appointed as Additional Director in the Board Meetingheld on 20th May 2014; The Company has received a letter from a member with therequisite 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 CorporateGovernance together with the Auditors Certificate regarding compliance of the conditionsof Corporate Governance forms part of the Annual report.

Auditors

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

Particulars of Employees

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings andOutgo

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

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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 havebeen followed:

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

3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; 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 toturnaround the Company in the best interest of the Shareholder’s. Your Directors aregrateful to the financial institutions and Banks for the valuable support as well. YourDirectors wish to thank all the employees of the Company for their continued support.Your Directors acknowledge the support received from you as Shareholders of theCompany.

For and on behalf of the Board

Place: HyderabadDate: 14.08.2014

Sd/- K. Rambabu

Managing Director

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overall Outlook

The Company’s main activities are taking up of all Infrastructural Projects during theyear under review there is no income earning activity; the Company has taken variousmeasures to bring down the operating costs and also the administrative costs to theminimum extent possible and closely monitoring the operations

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

Opportunities and challenges and outlook:

The Company is carefully planning in order to improve its activities and profitability ofthe Organisation, in this regard the Company is proposing to enter in new areas ofBusiness.

Risks and concerns:

The increase in material prices and labour cost leads to pressure on margins is a factorfor concern. The above aspects are being monitored closely.

Internal control systems and their adequacy:

The Company is having adequate internal control system. The operations of the Companybeing at low volumes and they are being directly supervised and monitored by the workingdirectors themselves. Further the Company has an audit committee for review of theoperations and suggesting remedial actions wherever required.

Human Resources:

The relationship with the employees continued to be cordial. All issues pertaining tostaff matters are resolved in a harmonious and cordial manner.

Cautionary statement:

Statements in this management discussion and analysis may be considered to be forwardlooking statements within the meaning of applicable securities laws or regulations. Actualresults could differ materially from those expressed or inclined. Factors which couldmake a significant difference to the Company’s operations include demand, supplyconditions, market prices, input component cost and availability, changes in Governmentregulations and tax laws besides other factors such as litigations, over which the companydoes not have any control.

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REPORT ON CORPORATE GOVERNANCE(Pursuant to clause 49 of the listing agreement)

Incompliance with Clause 49 of the Listing Agreement with Stock Exchange the Companysubmits the report on the matters mentioned in the said clause and the practices followedby the Company.1. Company’s philosophy on Code of Governance

The Company’s’ philosophy on Corporate Governance is aimed at assisting the Board ofDirectors of the Company in the efficient conduct of its business and in meeting itsobligations to Shareholders. The Company has taken several steps towards compliancewith requirement in this regard.2. Board of Directors.

a) Constitution and size of the Board.

The present strength of the Board is five Directors. The Board comprises of One Executiveand Four Non-Executive Directors. Two Non-Executive Directors are external andindependent and have wider perspective in the Board deliberations and decisions. OneNon-Executive Director and One Executive Director are Promoter Directors.None of the Directors received any loans and advances from the Company during theyear.

b) The Company held Five Board Meetings during the year and these are as under.1. 13.05.2013 2. 21.05.2013 3. 12.08.2013 4. 13.11.2013 5. 29.01.2014

Details of attendance of Directors at the Board Meetings and at the last Annual GeneralMeeting with the particulars of Directorships and the Chairman/ Membership of BoardCommittees showing the position as on 31st March 2014.

3. Audit Committee:

The audit committee comprises of three Non-Executive directors namely Mr. G PrabhakarSetti and Mr. P Sai Venketeshwara Rao and Smt. K Sridevi. Mr. P. Sai Venkateswara Rao isthe Chairman of the Audit committee having experience in Finance and Audit. The Audit

Name of the Director Category Attendance at

Directorships & Chairman/ Membership of

Board Meetings in other Companies

Board

Meetings

Last AGM

Director Committee Member

Committee Chairman

G. Prabhakar Setti Director 5 Yes 3 Nil Nil

K. Rambabu Director 5 Yes 3 Nil Nil

K. Sri Devi Director 5 Yes 2 Nil Nil

P. Sai Venkateswara Rao

Director 3 Yes Nil Nil Nil

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Committee has met 3 times during the year and the necessary quorum was present atall the Meetings. Audit Committee Meetings are attended by the Auditors. The dates ofAudit Committee Meetings are 12th August 2013, 13th November 2013 and 29th January,2014 and all the Committee Members have attended the above Meetings.The AuditCommittee provides assurance to the Board on the adequacy of the internal controlsystems and financial disclosures. Further, it also reviews with the management thequarterly financial statement and audited annual accounts before submission to theBoard of Directors for approval.4. Remuneration Committee:

The Remuneration comprises of three Non-Executive Directors namely Mr. G Prabhakarsetti and Mr. P Sai Venkateshwara Rao and Mr. K Rambabu. Mr. P. Sai Venkateswara Raois the Chairman of the Remuneration Committee. The remuneration Committee decideson the Company’s policy on remuneration package of its Executive Directors. Meetingsof the Remuneration Committee will be held only when required. The remuneration ifany of the Non-Executive Directors shall be decided by the Board of Directors of theCompany.

5. Share Hol ders / Investors Grievance Committee :

The Committee comprises of following Directors namely Mr. G Prabhakar Setti, Mr.K Rambabu and Smt. K Sridevi. The Committee looks into various issues relating to shareholder/ investors grievances interalia non-receipt of Annual Reports, Non delivery ofshares after transfer/delay in transfer of shares etc. One Share Transfer CommitteeMeeting has been held on 21.05.2013 during the year.

Number of Investor complaints received, resolved and pending during the year is asfollows:

6. General Body Meetings:

a) The details of the last three Annual General Meetings are as under

Year Date & time of AGM Place

2010-2011 30th September,2011 at 10 AM Ravindra Bharathi Mini Theatre,Saifabad, Hyderabad-500004.

2011-2012 29th September, 2012 at 10 AM Ravindra Bharathi Mini Theatre,Saifabad, Hyderabad-500004.

2012-2013 21st September, 2013 at 3.00 PM Ravindra Bharathi Mini Theatre,Saifabad, Hyderabad-500004.

Received during the year

Resolved during the year

Pending during the year

4 4 0

17


b) Special resolutions passed at the last three Annual General Meetings: Nil

c) Passing of resolutions by postal ballot during the financial year : NIL

d) Extra-ordinary General Meeting: No Extra Ordinary General Meeting conducted.

7. Disclosures:

a) There are no materially significant related party transactions made by the Companywith its promoters, directors, or management, or relatives etc. that may have potentialconflict of interest of the company at large. The registrars of contracts containing thetransactions in which Directors are interested are placed before the Board regularly forits approval.

b) During the last three years there were no strictures or penalties imposed by either theSEBI or the Stock Exchanges or any Statutory Authority for non-compliance of any matter,related to the capital markets. The Company is up to date in payment of listing fees to allexchanges and also complied with various requirement of the listing agreement.

c) There is no change in the accounting system during the year 2013-14 when comparedto that of last year. All accounting standards prescribed by the ICAI have been duly followedand complied there at.

8. Whistle Blower Policy:

The Company is not having any Whistle Blower Policy. However any employee, if he/sheso desires, would have free access to meet Senior Level Management and Report anymatter of concern.

9. Means of Communication:

The Company is regularly providing details of new Directors and Directors seeking reappointment in the Annual General Meeting notice attached with the Annual Report.

(i) Quarterly and Half-yearly financial results:

The hard and soft copies are also sent to concerned stock exchanges immediately afterthey are approved by the Board so as to enable them to put them on their notice board/website and also published in one widely circulated English Newspaper (Financial Express)and a Vernacular (Telugu) Newspaper (Andhra Prabha).

(ii) Official News Releases:

Official news releases are made whenever it is considered necessary.

(iii) The presentation made to Institutional investors or to the analysts:

There were no specific presentation made to the investors or analysts during the year.

18


10. Shareholders Information:

1. Annual General Meeting

Date Tuesday, 30th September 2014

Time 3.00 P.M

Venue Sapthaparni, Beside Kalpa School, Plot No.21,Road.No.8, Banjara Hills, Hyderabad 500 034,Telangana.

2. Date of books closure 22nd September 2014 to 30th September 2014

3. Registrar and Share Transfer M/s. Venture Capital & Corporate InvestmentsAgents Private Limited.

Address: 12-10-167.Bharath Nagar,Hyderbad-18Tel.Nos.040-23818475/23818475/23818476e-mail id : [email protected]

4. Demat ISIN number for INE559F01016NSDL & CDSL forequity shares

5. Financial Calendar 30.06.2013 on or before 15.08.201330.09.2013 on or before 15.11.201331.12.2013 on or before 15.02.201431.03.2014 on or before 30.05.2014

Annual general Meeting for the year ending 31stMarch, 2014 End of September,.2014

6. Corporate Identity Number L45201TG1995PLC019849

Investors may correspond for their share transfers and communication regarding sharecertificate and change of address etc., with the above registers.

11 Stock Market DataThe Company shares are listed at Bombay, Madras andAhmadabad stock exchanges. No trading took at Madras & Ahmadabad exchangesduring the year.Scrip code: BSE Limited- 531674

19


The monthly high and low quotations of shares traded on BSE during the year were asfollows:

MONTH BSE

High (Rs.) Low (Rs.)

April, 2013 17.00 16.45

May, 2013 17.00 16.45

June, 2013 17.00 17.00

July, 2013 17.00 17.00

August, 2013 17.00 17.00

September, 2013 17.00 17.00

October, 2013 17.00 17.00

November, 2013 16.20 15.40

December, 2013 16.20 15.40

January, 2014 16.15 15.35

February, 2014 16.10 16.00

March, 2014 16.10 16.00

Dividend history :

The Company has not declared any dividend for the past five years.

12 Share Transfer System

Transfer of securities in physical form is registered and the duly transferred ShareCertificates are dispatched within 30 days of receipt, provided transferred documents arein order. The Board of Directors has delegated powers to approve the transfer,transmissions, folio consolidation etc. to Sri G Prabhakar Setti - Director. The Companyhas offered the facility of demat.

20


13 Distribution of Shareholding as on 31.03.2014 as under

14 Dematerialization of Shares:

The Company shares are dematerialised with National Securities Depository Limitedand Central Depository Services (India) Limited. No of shares under demat as on 31-03-2014 in NSDL and CDSL are 43,09,760 and represents 92.62% of the total number ofshares. Moreover, the Promoters have complied with the SEBI Guidelines, of holding100% of Promoter’s holding in Dematerialized form. Demat ISIN numbers in NSDL andCDSL for equity shares is INE559F010106.

15. Outstanding CDRs/ADRs/warrants or any convertible instruments, conversion dateand likely impact on equity.The Company has not issued any CDRs/ADRs and there areno warrants or any convertible instruments.

16 Admn. Off. & Regd. Office and address for correspondence : K1 SQUARE , Plot No.5,Sanjeevaiah Co-operative Housing Society Ltd, Sikh Village Road , SecunderabadCantonment, Telangana

17 Non- Mandatory requirement if any will be implemented by the Company whenrequired and/or deemed necessary by the board.

No. of Equity Shares

No. of Share holders.

% of shareholders

No. of shares held.

% of shareholding

Up to 500 391 59.51 78130 1.52 501-1000 100 15.22 89275 1.73 1001-2000 39 5.94 62300 1.21 2001-3000 42 6.39 102426 1.99 3001-4000 15 2.28 51750 1 4001-5000 23 3.5 105800 2.05 5001-10000 16 2.44 118128 2.29 10001- and above 31 4.72 4547991 88.21 TOTAL 657 100 5155800 100

Category No. of shares held Percentage Indian Public 3539409 68.65 Private Corporate Bodies 195855 3.80 Indian Promoters 14,20,536 27.55 Total 51,55,800 100.00 Shares pledged or encumbered by promoters

Nil Nil

21


Adoption of Corporate Governance Report:

The above report was adopted by the Board of Directors at their meeting held on14.08.2014 and signed by the Director for and on behalf of the Board. Auditor’s certificateon Corporate Governance is enclosed.

Declaration :

As provided under clause 49 of the listing agreement with the stock exchange all BoardMembers and Senior Management Personnel have affirmed compliance with Indo-AsianProjects Limited code of business conduct and ethics for the year ended 31st March,2014.

Place: Hyderabad For and on behalf of the boardDate : 14.08.2014 Indo-Asian Projects Limited

Sd/- K. RambabuManaging Director.

22


CHIEF EXECUTIVE OFFICERAND

CHIEF FINANCIAL OFFICER CERTIFICATION

In relation to the Audited Financial Accounts of the Company as at 31st March, 2014, wehereby certify that

a. We have reviewed financial statements and the cash flow statement for the year andthat to the best of their knowledge and belief :

i. these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the company’s affairsand are in compliance with existing accounting standards, applicable laws andregulations.

b. There are, to the best of our knowledge and belief, no transactions entered into bythe company during the year which are fraudulent, illegal or volatile of the company’scode of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of internal control systemsof the company pertaining to financial reporting and have disclosed to the auditorsand the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which are aware and the steps have taken or propose to take torectify these deficiencies.

d. We have indicated to the auditors and the Audit committee

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the samehave been disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and theinvolvement therein, if any, of the management or an employee having asignificant role in the company’s internal control system over financial reporting

For Indo-Asian Projects Limited

Sd/-K. RambabuManaging Director


23


CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Board of Directors,Indo-Asian Projects Limited

I have reviewed the records concerning the Company’s compliance of conditions ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, bythe Company, with the Stock Exchanges of India, for the F.Y ended on 31st March 2014.

The compliance of Corporate Governance is the responsibility of the management. Myexamination was limited to procedures and implementation thereof, adopted by theCompany for ensuring the compliance of the conditions of the Corporate Governance. It isneither an audit nor an expression of opinion on the financial statements of the Company.

I have conducted my review on the basis of the relevant records and documents maintainedby the Company and furnished to me for the review, and the information and explanationsgiven to me by the Company.

Based on such a review to the best of my information and according to the explanationsgiven to me, in my opinion, the company has complied with the conditions of CorporateGovernance, as stipulated in Clause 49 of the said listing agreement.

On the basis of certificate issued by the company and the Minutes of meetings of theShareholders/ Investors Grievance Committee of the Company, I state that, there were noinvestor grievances pending against the Company for a period exceeding one month.

I further state that, such compliance is neither an assurance as to the future viability of theCompany, nor as to the efficiency of effectiveness with which the management has conductedthe affairs of the Company.

Ch. Veeranjaneyulu & Associates

Company Secretary

Sd/-Ch. Veeranjaneyulu

CP No. 6392,FCS No. 6121


24


AUDITOR’S REPORT

ToThe Sharehol ders of INDO-ASIAN PROJECTS LIMITED

1. We have audited the attached Balance Sheet of INDO-ASIAN PROJECTS LIMITED as at31st March 2014 the Statement of Profit and Loss and the cash flow statement for theyear ended on that date. These financial statements are the responsibility of the company’smanagement. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. These standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the management, as well as, evaluating overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by Companies (Auditor’s Report) Order, 2003 and amendment theretoby the Companies (Auditor’s Report) (Amendment) Order, 2004 issued by the CentralGovernment of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclosein the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 ofthe said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we statethat

(i) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept bythe company, so far as it appears from our examination of those books.

(iii) The Balance Sheet, Statement of Profit and Loss and Cash flow Statement referredto in this report are in agreement with the books of account maintained.

(iv) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cashflow Statement dealt with by this report comply with the requirements of theaccounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

25


(v) On the basis of written representations received from the Directors, as on 31st

March, 2014 and taken on record by the Board of Directors, we report that noneof the Directors is disqualified as on 31st March, 2014 from being appointed as adirector in terms clause (g) of subsection (1) of Section 274 of the Companies Act,1956 ;

(vi) In our opinion and to the best of our information and according to the explanationsgiven to us, the said financial statements read together with the significantaccounting policies and other notes thereon give information required by theCompanies Act, 1956 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as on 31st

March, 2014,

b) In the case of the Statement of Profit and Loss, the Loss of the Company for the yearended on that date.

c) In the case of the Cash flow Statement, of the cash flows of the company for the yearended on that date

For L N P & Co

Chartered Accountants

FRN: 008918S.

Sd/-

Purna Chandra Sekhar P

Partner

M.No: 214746

Place: HyderabadDate: 20-05-2014

26


ANNEXURE TO AUDITORS’ REPORT

(Referred to in Paragraph (3) of our Report of even date on the Accounts of M/s. INDO-ASIAN PROJECTS LIMITED for the year ended 31st Match 2014)

(i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of Fixed Assets.

b) The Company has a regular programme of physical verification of its Fixed Assets bywhich fixed assets are verified in a phased manner. In accordance with this programme,fixed assets were verified during the year and no material discrepancies were noticedon such verification. In our opinion, the frequency of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets;

c) During the year, there was no sale of substantial part of Fixed Assets and hence thegoing concern of the Company is not affected.

(ii) In respect of Inventories:

(a) As explained to us, the inventories were physically verified by the management atreasonable intervals during the year.

(b)In our opinion and according to the information and explanation given to us, theprocedures of physical verification of inventories followed by the management arereasonable in relation to the size of the company and the nature of the business.

(c)In our opinion and according to the information and explanation given to us, thecompany has maintained proper records of its inventories and the discrepancies noticedon such physical verification between physical stock and the book records were notmaterial.

(iii) In respect of Loans Granted and taken by Company:

a) The Company has not granted any Loans, Secured or Unsecured from Companies,firms or other parties covered in the Register maintained under Section 301 of the Act.Accordingly, paragraph 4 (iii) (b), (c) & (d) of the said Order are not applicable;

27


b) The Company has borrowed Loans, Secured or Unsecured from Companies, firms orother parties covered in the Register maintained under Section 301 of the Act.

There is an opening balance of Rs.19.50 lakhs payable to M/s. Golden Earth Infracon ProjectsPvt Ltd, wherein Mr. K. Rambabu, Managing Director holds majority of shares, and duringthe year the company has taken a fresh loan of Rs. 12.00 lakhs and repaid Rs.3.30 lakhsand the balance payable at the end of the year is Rs.28.20 lakhs. This loan has not carriedany interest.

There is an opening balance of Rs.0.40 lakhs payable to Mr. K. Rambabu, Managing Directorof the company and during the year the company has taken a fresh loan of Rs. 6.02 lakhsand repaid Rs.4.48 lakhs and the balance payable at the end of the year is Rs.1.95 lakhs.This loan has not carried any interest.

(iv) In respect of Internal Control System:

In our opinion and according to the information and explanations given to us, there is anadequate Internal Control procedure commensurate with size of the Company and thenature of its business with regard to purchases of Fixed Assets and sale of services. Theactivities of the Company do not involve purchase inventory and the sale of goods. Wehave not observed any major weakness in the internal control system during the courseof the audit.

(v) In respect of transactions with related parties as per Register of Companies u/s 301:

a) In our opinion and according to the information and explanation given to us, theparticulars of contracts or arrangements referred to in Section 302 of the Companies Act1956 have been entered in the Register required to be maintained under that section;

b) In our opinion and according to the information and explanation given to us, thetransactions made in pursuance of contracts or arrangements referred to in (v) (a) aboveand exceeding the value of Rs.5.00 lakhs with any party during the year have been made atprices which are reasonable having regard to the prevailing market prices at the relevanttime.

(vi) In respect of Deposits from the Public:

28


The Company has not accepted any Deposits from the Public. Accordingly, paragraph 4(vi) of the Order is not applicable.

(vii) In respect of Internal Audit System:

In our opinion, paragraph 4 (vii) of the Order is not applicable to the Company since theCompany has not fulfilled any of the conditions given in that paragraph;

(viii) In respect of Cost Controls:

The Central Government of India has not prescribed the maintenance of cost recordsunder Section 209 (l) (d) of the Companies Act 1956 for any of the Services rendered bythe Company. Accordingly, paragraph 4 (viii) of the Order is not applicable;

(ix) In respect of Statutory Dues:

a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, amounts deducted / accrued in the books ofaccount in respect of undisputed Statutory dues including Provident Fund, Service Taxand other material Statutory dues have generally been regularly deposited during theyear by the Company with the appropriate authorities. As explained to us, the Companydid not have any dues on account of Sales Tax, Wealth Tax, Employees State Insurance,Investor Education, Protection Fund, Customs Duty, and Excise Duty. There were nodues on account of Cess under Section 441A of the Companies Act, 1956 since theaforesaid section has not yet been made effective by the Central Government of India.According to the information and explanations given to us, no undisputed amount payablein respect of provident Fund, Income Tax, Service tax and other material statutory dueswere in arrears as at 31st March 2014 for a period of more than six months from thedate they became payable.

b) According to the information and explanation given to us, there are no disputed duesrelating to Income Tax, Cess which has not been deposited with the appropriate authoritieson account of any dispute;

(x) In respect of Cash Loss:

The Company has accumulated losses to the extent of Rs.59.087 lakhs and they are lessthan 50% of net worth of the company. The company had earned a profit of Rs.8.84

29


lakhs in the financial year under report and during the financial year 2012-13 has incurreda cash loss of Rs.6.44 lakhs and a total loss of Rs.7.21 lakhs.

(xi) In respect of dues to Financial Institutions, Banks and Debentures Holders:

The Company did not have any outstanding dues to any Financial Institutions, Banks orDebenture Holders during the year. Accordingly, paragraph 4 (xi) of the Order is notapplicable.

(xii) In respect of Secured Loans and Advances Granted:

The Company has not granted any Loans and Advances on the basis of Security by way ofpledge of Shares, Debentures and other Securities. Accordingly, paragraph 4 (xii) of theOrder is not applicable;

(xiii) In respect of Chit Fund, Nidhi or Mutual Benefit Company:

In our opinion and according to the information and explanations given to us, the Companyis not a Chit Fund / Nidhi / Mutual Benefit Fund / Society. Accordingly, paragraph 4 (xiii)of the Order is not applicable.

(xiv) In respect of Investment Company:

According to the information and explanations given to us, the Company is not dealing ortrading in Shares, Securities, Debentures and other Investments. Accordingly paragraph 4(xiv) of the Order is not applicable.

(xv) In respect of Guarantees given by Company:

According to the information and explanations given to us, the Company has not givenany guarantee for loans taken by others from Banks or Financial Institutions. Accordingly,paragraph 4 (xv) of the Order is not applicable.

(xvi) In respect of Term Loans:

The Company did not have any Term Loans outstanding during the year. Accordingly,paragraph 4 (xvi) of the Order is not applicable.

30


(xvii) In respect of Funds raised on short term basis:

The Company has not raised any funds on short term basis. Accordingly, paragraph 4(xvii) of the Order is not applicable.

(xviii) In respect of Preferential Issue made to Parties covered in the Register u/s 301:

The Company has not made any preferential allotment of Shares to the Directors of theCompany parties and Companies covered in the register maintained Under Section 301 ofthe Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the Order is not applicable.(xix) In respect of Debentures Issued:

The Company did not issue any Debentures during the year. Accordingly, paragraph 4(xix) of the Order is not applicable. (xx) In respect of end use of Public Issue Funds:

(xx) The Company has not raised any money by Public Issue during the Year. Accordingly,paragraph 4 (xx) of the Order is not applicable.

(xxi) In respect of Frauds:

As presented to us by the Management and based on our examination in the normal courseof Audit, no material frauds on or by the Company have been noticed or reported duringthe year.

For L N P & Co

Chartered Accountants

FRN No: 008918S.

Sd/-Purna Chandra Sekhar P

Partner

M. NO: 214746

Place: HyderabadDate: 20-05-2014.

31


As at 31.03.2014

As at 31.03.2013

`

I. EQUITY AND LIABILITIES(1) Shareholders Funds (a) Share Capital 2 51,258,000 51,258,000 (b) Reserves and Surplus 3 (5,907,801) (6,791,565)

(2) Non-Current Liabilities(a) Deferred Tax Liabilities (Net) - - (b) Long-Term Borrowings 4 3,015,014 1,950,000

(3) Current Liabilities (a) Short-Term Borrowings - - (b) Trade Payables 5 - 236,625,878 (c) Other Current Liabilities 6 4,178,554 248,992 (d) Short-Term Provisions 7 161,911 -

52,705,677 283,291,305 II.ASSETS `(1) Non-Current Assets (a) Fixed Assets (i) Tangible Assets 8 145,413 223,073 (ii) Capital Work in Progress - - (b) Non-Current Investments 9 10,914,120 10,914,120 (c) Deferred Tax Assets (Net) 262,666 258,585 (d) Long Term Loans and Advances 10 6,263,000 6,263,000 (e) Other Non- Current Assets 21,138,652 21,138,652 (2) Current Assets (a) Inventories - 226,050,100 (b) Trade Receivables 11 7,975,679 5,289,647 (c) Cash and Cash Equivalents 12 30,963 30,200 (d) Short term loans and advances 13 5,171,732 1,725,000 (e) Other Current Assets 14 803,452 11,398,928

Total Assets 52,705,677 283,291,305

Significant Accounting policies 1

Notes on Financial Statements 2 to 18The notes referred to above & notes to accounts forming intergral part of the balance sheet

As per our Report of even date attached For and on behalf of the Board

For L N P & CoChartered Accountants K RambabuFRN : 008918S Director

P Purna Chandra Sekhar G Prabhakar SettiPartner DirectorM.No:214746


Total Equity & Liabilities


AUDITED BALANCE SHEET AS AT 31st March 2014

PARTICULARS Note No.

Sd/-

Sd/-Sd/-

Amount in Rs. Amount in Rs.

32


For the year ended

31.03.2014

For the year ended

31.03.2013 Amount in Rs. Amount in Rs.

I Gross Revenue from operations 228,564,308 - Less: Excise Duty - - Net Revenue 228,564,308 - Closing Stock

II Other Income 15 52,356 77,568

III Total Revenue (I +II) 228,616,664 77,568

IV Expenses:Cost of Materials Consumed 16 - 226,050,100

17 226,050,100 (226,050,100)

Employee Benefit Expenses 336,334 462,578 Finance Cost 562,420 - Depreciation 77,660 89,129 Other Expenses 18 548,556 558,874

Total Expenses (IV) 227,575,070 1,110,581

V Profit before tax (III - IV) 1,041,594 (1,033,013)

VI Tax expense: (1) Current tax 161,911 - (2) Deferred tax (4,081) (299,940)

VII Profit/(Loss) for the year (V - VI) 883,764 (733,073.00)

VIII Earnings per equity share: Basic & Diluted 0.17 (0.14)

Significant Accounting policies 1

Notes on Financial Statements 2 to 18The notes referred to above & notes to accounts forming intergral part of statement of Profit and Loss

As per our report of even date attached For and on behalf of the Board

For L N P & CoChartered Accountants Sd/-FRN : 008918S K Rambabu

Director

Sd/-P Purna Chandra Sekhar G Prabhakar SettiPartner DirectorM.No:214746


AUDITED OF PROFIT AND LOSS FOR THE PERIOD ENDED ON 31st MARCH, 2014

Changes in inventories of Finished Goods and Work In Progress

Sd/-

Sr. No PARTICULARS Note No.


33


INDO-ASIAN PROJECTS LIMITEDNOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31-03-2014

Note 1:

1 SIGINIFICANT ACCOUNTING POLICIES

a Basis of preparation of financial statements:

The Company follows the Mercantile system of Accounting and recognizes Income andExpenditure on accrual basis. The Provisional accounts are prepared on historical cost basisand as a going concern. Accounting policies not referred to otherwise are consistent withGenerally Accepted Accounting Principles.

b Presentation and disclosure of financial statements:

Previous Year figure have been regrouped and or reclassified wherever necessary.

c Use of Estimates

The preparation of financial statements in conformity with generally accepted accountingprinciples requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent liabilities at the date of thefinancial statements and the results of operations during the reporting period. Although theseestimates are based upon management’s best knowledge of current events and actions, actualresults could differ from these estimates.

2 Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation and impairment losses if any.

3 Depreciation

Depreciation on fixed assets provided on Straight Line method as per rates specified in ScheduleXIV of the Companies Act, 1956.

4 Invsetments

The investments are long term which are unquoted shares and are valued at cost to theCompany.5 Revenue Recognition

Contract Revenue:

Contract Revenue (net of taxes and duties) is recognized at the reporting date of the financialstatements under percentage of completion method. However, during the year there are noContract Revenue.

34


6 Taxes on Income

As per AS 22 (Accouting for Taxes on income issued by ICAI, the Deferred Tax Asset onadjustment for the current year’s operation as at 31.03.2014 is Rs.4,081 /-and the Net DTA(Assets) reflected in Balance Sheet is Rs.2,62,666/-.

7 Provisions, Contingent Liabilities and Contingent Assets:

Provisions are recognized when the Company has a legal and constructive obligation as aresult of a past event, for which it is probable that a cash outflow will be required and areliable estimate can be made of the amount of the obligation. Contingent Liabilities aredisclosed when the Company has possible obligation or a present obligation and it is probablethat a cash outflow will not be required to settle the obligation.

8 Earnings Per Share

The Company reports basic and diluted earnings per share in accordance with AccountingStandard (AS) 20, Earnings Per Share. Basic earnings per equity share is computed by dividingthe net profit for the year attributable to the Equity Shareholders by the weighted averagenumber of equity shares outstanding during the year. The EPS as of 31.03.2014 stands atRs. 0.17.

9 There are no amounts payable to SSI Units, exceeding Rs. 1.00 Lacsand outstanding formore than 30 days.

10 Claims against the Company and by the Company not acknowledged as Debts are NIL.

11 The comapny has received a contract from M/s Agri Gold Projects Limited, contract valuingRs 210,242,563.42, the Company has spent an amount of Rs. 5,171,702/- for execution ofthe Project. During the year contract has been cancelled between these Companies and M/sAgri Gold Projects Limited has agreed to pay the expenditure incurred by the Company forexecution of the project and the Company has recorded accordingly in its books of accounts.

12 Related party disclosure:

Disclosure in respect of related parties pursuant to Accounting Standard - 18

i.List of related parties and description of relation ship(As identified by management)

1) Key Management personnel

Mr. Rambabu Kopparapu - Director

Mr. Sridevi Kopparapu - Director

Mr. Prabhakara Setti Grandhi - DirectorMr. P.Sai Venkateshwara Rao - Director

35


2) Enterprises in which significant influence exists

Golden Earth Infracon Projects Pvt. Ltd. - Mr Ramababu Directorholding majority shares

ii. Transactions with related parties during the year.

a) Key management personnel.

Particulars Current year Previous Year

Loan taken 195000 40000

b) Enterprises Owned by the Directors or Majority of the Shares are held by them

Particulars Current year Previous Year

Loan taken 2820014 1950000

For L N P & Co For and on Behalf of the BoardChartered AccountantsFRN: 008918S

K RambabuDirector

P Purna Chandra SekharPartnerM.No:214746 G Prabhakara Setti

DirectorPlace: HyderabadDate 20-05-2014

Sd/-

Sd/-

Sd/-

36


Share CapitalSr. No

As at 31-03-2014

As at 31-03-2013

1 AUTHORIZED CAPITAL

100,00,000 Equity Shares of Rs. 10/- each. 100,000,000 100,000,000

2 ISSUED, SUBSCRIBED and PAID-UP CAPITAL

50,95,800 Equity Shares of Rs. 10/- each, Fully paid up 50,958,000 50,958,000

( Previous Year : 50,95,800 Equity Shres of Rs. 10/- each.)

300,000 300,000

Total 51,258,000 51,258,000

Reconciliation of Shares

Number Value Number Value

Opening Share Capital 5,155,800 51,558,000 5,155,800 51,558,000

Add: Share issued during the Year

Add: Right/Bonus Share Issued

Total 5,155,800 51,558,000 5,155,800 51,558,000

Less: Buyback of Shares - - - -

Less: Reduction in Capital

Closing Share capital 5,155,800 51,558,000 5,155,800 51,558,000

300,000 300,000

Total Net Paid Up Capital 51,258,000 51,258,000

Details of Share Holders holding more than 5% shares

Percentage Value Percentage Value

1 27.55% 1,420,536 27.55% 1,420,536 Golden Earth Infracon ProjectsPvt Ltd


NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31-03-2014

Note 2:

Particulars

Less: Calls in Arrears on 60,000/- Euity Shares at Rs. 5 each

60000 equity shares of Rs. 10/- each paid up at Rs. 5/- only Calls in Arrears is Rs. 5 per Share

As at 31-03-2013

(Previous Year: 60000 equity shares of Rs. 10/- each paid up at Rs. 5/- only Calls in Arrears is Rs. 5 per Share.)

Sr. No Particulars

As at 31-03-2013

As at 31-03-2014

As at 31-03-2014 Sr.

No Name

(Amount in Rs.)

( Amount in Rs. )

( Amount in Rs. )

37


Reserves And Surplus

1 General reserve

Opening balance - -

Add: transfer from Profit & Loss - -

Less: Appropriations - -

Closing Balance - - -

2 Statement of Profit and Loss

Surplus in Statement of Profit & Loss

Opening Balance (6,791,565) (6,058,492)

Add : Profit / (Loss) for the year 883,764 (5,907,801) (733,073) (6,791,565)

Less: Proposed Dividend - -

Transfer to Reserves - -

Bonus Shares - - - -

Closing Balance (5,907,801) (6,791,565)

Long Term Borrowings As at

31-03-2014 As at

31-03-2013


Unsecured loans

From Related Parties 3,015,014 1,950,000

Total 3,015,014 1,950,000

Trade Payables As at

31-03-2014 As at

31-03-2013


Trade Payables

Due to Small Scale Industries - -

Due to Related Parties - -

Due to Others 236,625,878

Total - 236,625,878

Note 5:

Sr. No Particulars

Sr. No Particulars

Particulars

As at 31-03-2013

Amount in Rs.

Note 3:

As at 31-03-2014

Amount in Rs.

Note 4:

Sr. No

1

1

38


Other Current Liabilities As at

31-03-2014 As at

31-03-2013


Income Received in Advance - -

Other Payables - -

Employee Dues 22,500 84,880

Statutory Dues 10,715 12,470

Bank OD 4,001,870 -

Other Outstandings 143,469 151,642

Total 4,178,554 248,992

Short Term Provisions As at

31-03-2014 As at

31-03-2013


Provision for Excise Duty - -

Provision for Expenses - -

provision for Dividend - -

Provision for Income Tax 161,911 -

Other provisions - -

Total 161,911 -

Non Current Investments As at

31-03-2014 As at

31-03-2013


HCG Investments & Impex Ltd 2,500,000 2,500,000

Prudential co-operative bank shares 114,120 114,120

Vikrant investments & Impex Ltd 8,300,000 8,300,000

Total 10,914,120 10,914,120

(All the above shares are Unquoted and Considered at cost Price to the Company)

Note 6:

Sr. No Particulars

Note 9:

Sr. No

Sr. No Particulars

Note 7:

Particulars

1

2

3

45

6

1

2

3

45

1

2

3

Note 8

Tangible Assets

1 Land

- Lease Hold - - - - - - - - - -

-Free Hold - - - - - - - - - -

2 Building - - - - - - - - -

3 Plant & Machinery 4.75% 253,320.00 - - 253,320.00 239,310 - 14,010 253,320 0 14,010.00

4 Furniture & Fixtures 6.33% 308,823.00 - - 308,823.00 308,823.00 - - 308,823.00 - -

5 Vehicles 9.50% 670,000.00 - - 670,000.00 460,937.00 - 63,650.00 524,587.00 145,413.00 209,063.00

6 Office Equipment -

7 Others ( Computers) 16.21% 51,975.00 51,975.00 51,975.00 - 51,975.00 - -

Intangible Assets

8 Goodwill - - - - - - - - -

9 Softwares - - - - - - - - -

Total (Rs.) 1,284,118.00 - - 1,284,118.00 1,061,045.00 - 77,660 1,138,704.70 145,413.30 223,073.00

CWIP

Previous Year (Rs.) 1,284,118.00 1,284,118.00 971,916.00 89,129.00 1,061,045.00 223,073.00 312,202.00

Amount In Rs.

FIXED ASSETS

Gross Block Depreciation Net Block

Sr

No

Depreciation

as at

01.04.2013

Addit

ion

Durin

g the Dep Adj

Total

Depreciation

as at

31.03.2013

As at

31.03.2014

As at

31.03.2013Description of Assets

Cost as on

01.04.2013

Additi

on

during

the

Adj.

Durin

g the

Year

Total Cost as

on 31.03.2014

Rate of

Depreci

ation

40


Long Term Loans and Advances As at

31-03-2014 As at

31-03-2013


1 Secured Considered Good - -

Capital Advances

Security Deposits

Loans and Advances to Related Parties

Other Loans And Advances 6,263,000 6,263,000

2 Unsecured ; considered good

Capital Advances -

Security Deposits -

Loans and Advances to Related Parties - -

Other Loans And Advances - -

2 Doubtful

Capital Advances -

Security Deposits -

Loans and Advances to Related Parties -

Other Loans And Advances -

Total 6,263,000 6,263,000

As at 31-03-2014

As at 31-03-2013


1 Secured - -

2 Unsecured ; considered good

due for the period more than six months 5,335,758 5,289,647

others 2,639,921 -

Doubtful - -

Total 7,975,679 5,289,647

Note 11:

Trade receivables

ParticularsSr. No

Sr. No Particulars

Note 10:

41


Cash and Cash Equivalents As at

31-03-2014 As at

31-03-2013


1 Cash on Hand 460 371

2 Balances with Banks in Current Accounts 30,503 29,829

Total 30,963 30,200

Short Term Loans and Advances As at

31-03-2014 As at

31-03-2013


Unsecured, considered good

Loans and Advances to Related Parties 5,171,732 1,725,000

Others - -

Total 5,171,732 1,725,000

Other Current Assets As at

31-03-2014 As at

31-03-2013


VAT Input 717,706 11,302,502

TDS Receivable 81,061 96,426

Others 4,685

Total 803,452 11,398,928

Other Income As at

31-03-2014 As at

31-03-2013


Interest on Income Tax Refund 1,122 -

Income from Tower Rent 51,234 77,568

Total 52,356 77,568

Sr. No

Particulars

Sr. No

Particulars

Note 15:

Sr. No

Particulars

Note 12:

Sr. No

Particulars

Note 14:

Note 13:

123

123

12

42


Cost of Material Consumed As at

31-03-2014 As at

31-03-2013


Opening Stock -

ADD: Purchases - 226,050,100

ADD: Direct Expenses - -

LESS: Closing stock - -

Cost of Material Consumed - 226,050,100

Changes in Inventories of Finished Goods and Work In Progress

As at 31-03-2014

As at 31-03-2013


Opening Stock 226,050,100 -

Less:Closing Stock - 226,050,100

Total 226,050,100 (226,050,100)

Other Expenses As at

31-03-2014 As at

31-03-2013


1 Advertisement Expenses 48,646 114,245

2 Annual Listing Fees 61,798 -

3 Audit Fees 62,360 50,000

4 Bank Charges 13,787 1,129

5 Directors sitting fee 12,000 -

6 Miscellaneous Expenses 52,998 53,427

7 Office Maintenance 29,810 15,566

8 Penalty and Interest for Late Payment/Filing 3,377 -

9 Printing & Stationery 28,695 25,934

10 Prior Period Expenses - -

11 Professional & Consultancy Charges 60,269 3,000

12 Rent, Rates and Taxes 91,510 210,494

13 Share Transfer expenses 45,642 37,213

14 Telephone Charges 37,664 -

15 Travelling Expenses - 7,860

16 Vehicle Maintenance - 40,006

Total 548,556 558,874

Note 17:

Note 18:

Sr. No Particulars

Note 16:

Sr. No Particulars

Sr. No

Particulars

1234

1

2

43


Place: HyderabadDate: 20.05.2014 M.No:214746

P Purna Chandra SekharPartner

We have examined the attached Cash Flow Statement of M/s Indo-Asian Projects Limited. for the period ended31.03.2014. The statement has benn prepared by the Company in accordance with the requirements of the listedagreement Clause no. 32 with stock exchanges and is based on and in agreement with the corresponding Profitand Loss Account and Balance Sheet of the Company covered by our report dated 05.05.2014.

A.CASH FLOW FROM OPERATING ACTIVITIESNet Profit/Loss Before Tax and Extra Ordinary Items 1,041,594 (1,033,013) Adjustment For:Depreciation 77,660 89,129 Bad Debts W/0ff - Extra Ordinary Items - Deffered Tax Assets (4,081) (299,940) Provision for Taxation (161,911) - Interest Paid 562,420 - Provision for Gratuity - - Misc Expenses W/off

Operating profit before working capital changes 1,515,682 (1,243,824) Adjustment For:Inventories 226,050,100 (226,050,100) Debtors (2,686,032) - Loans and Advances 7,152,825 (12,190,808) Creditors (236,625,878) 237,268,740 Other Current Liabilities 4,091,473 248,992

Cash Generated from Operation before Extra-ordinary Item (501,831) (1,967,000) Direct Taxes Paid /(Refund) - Extra Ordinary Items -

Net Cash fromOperating Activities (501,831) (1,967,000) B.CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (including Capital WIP) - Investments - Interest Received

Net Cash from Investing Activities - C.CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Share Capital - Proceeds/ (Repayment) from / of borrowings 1,065,014 1,950,000

Repayment of Finance Lease Liabilities - Interest Paid (562,420) Net Cash from Financing Activities 502,594 1,950,000

D.NET INCREASE/((DECREASE) IN CASH AND CASH EQUIVALENTS 763 (17,000) E.CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 30,200 47,200

- F.CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 30,963 30,200

Place: Hyderabad Date: 20.05.2014

Sd/-

For and Behalf of the Board

Director

For L N P & Co.,Chartered Accountants

FRN:008918S

AUDITORS CERTIFICATE

Grandhi Prabhakar SettiDirector

K Rambabu

INDO-ASIAN PROJECTS LIMITEDCash Flow statement for the Year ended 31st March, 2014

Particulars31.03.2013

(Amount in Rs.) 31.03.2014

(Amount in Rs.)

Sd/-

Sd/-

44


INDO-ASIAN PROJECTS LIMITEDATTENDANCE SLIP

(to be handed over at the entrance of Meeting hall)

CIN: L45201TG1995PLC019849

Name of the Company: Indo-Asian Projects Limited

Registered Office: K1 SQUARE, Plot No.5 sanjeevaiah Co-operative Housing society Ltd, SikhVillage Road , Secunderabad Cantonment, Telangana

Name of the Member/ Proxy

Folio Number

DP ID- Client ID*

No of Shares held

* Applicable to the members holding shares in Electronic form.

I hereby record my presence at the 19th Annual General Meeting of the Company at Sapthaparni, Plot No 21,

Road No. 8, Beside Kalpa School, Banjara Hills Hyderabad 500034, Telangana on Tuesday the 30th September2014 at 3.00 p.m

_________________________

(Signature of the Member/ Proxy)

Note:

1. Members are requested to bring their copies of Annual Report at the Annual General Meeting

2. Please strike off whichever is not applicable.

45


INDO-ASIAN PROJECTS LIMITEDCIN: L45201TG1995PLC019849

Registered Office: K1 Square Plot No.5, Sanjeevaiah Co-operative Housing Society Ltd, Sikh Village Road, Secunderabad, Telangana-500011.

Website: www.indo-asian.com Email: [email protected]

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

Name of the Member(s): ........................................................................................................................

Address: ..................................................................................................................................................

E-mail Id: ……………………………………………………………………………………………………………..............................

Folio No/ Client Id: …………………………………………………………………………………………..................................

DP ID: ……………………………………………………………………………………………………………..................................

I/We, being the member (s) of....................................................holding .................... shares of theabove named Company, hereby appoint.

1. Name :.................................................................................................................................

Address:...................................................................................................................................

......................................................................... E-mail Id:.................................................................

Signature:...........................or failing him

2. Name :..................................................................................................................................

Address:...................................................................................................................................

......................................................................... E-mail Id:.................................................................

Signature:...........................or failing him

3. Name :........................................................................................................................................

Address:..........................................................................................................................................

......................................................................... E-mail Id:.................................................................

Signature:................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 19th AnnualGeneral Meeting of the Company, to be held on Tuesday ,30th September, 2014 at 3.00 p.m. atSaptaparni, Plot No. 21, Road Number 8, Banjara Hills, Hyderabad, 500034 - Telangana and at anyadjournment thereof in respect of such resolutions as are indicated below:

46


** I/We wish my above proxy(ies) to vote in the manner as indicated in the box below:

Signed this __________________ day of _____________________________ 2014

Signature of the Share Holder _________________________________________

Signature of the Proxy Holder(s) _______________________________________

** This is only optional. Please put a ‘’ in the appropriate column against the resolutionsindicated in the Box. Alternatively, you may mention the number of shares in the appropriatecolumn in respect of which you would like your proxy to vote. If you leave all the columns blank

against any or all the resolutions, your proxy will be entitled to vote in the manner as he/shethinks appropriate.

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Company, not less than 48 hours before the commencement of theMeeting.

2. A proxy need not be a member of the Company.

AffixOne Rupee

RevenueStamp

Resolution No

Resolutions For Against Abstain

Ordinary Business 1 Approval of Balance Sheet as at 31.03.2014 and

the Statement of Profit & Loss Account of the Company for the year ended on that date along with the Report of Directors and Auditors there on.

2 Appoint a Director in place of Smt. K. Sridevi who retires by rotation and being eligible, offers herself for reappointment

3 Appoint M/s. LNP & Co., Chartered Accountants, Hyderabad, as Auditors of the Company

Special Business 4 Appoint Mr. Lohit Kamarajugadda as an

Independent Director in terms of Section 149 of Companies Act, 2013

5 Appoint Mr. P. Sai Venkateswara Rao as an Independent Director in terms of Section 149 of Companies Act, 2013

6 Appoint Mr. K. Uday Dhinkar as an Independent Director in terms of Section 149 of Companies Act, 2013

7 Appoint Mr. K. Rambabu as an Managing Director cum Chief Executive Officer of the Company

8 Appoint Mr. G. Prabhakar Setti as Chief Financial Officer of the Company.

If Undelivered, Please return to:


K1 SQUARE , Plot No.5, Sanjeevaiah

Co-operative Housing Society Ltd,

Sikh Village Road, Cantonment, Secunderabad, Telangana-11.

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