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Indo-Asian Food & Commodities Ltd.

BSE: 531674 Sector: Infrastructure
NSE: N.A. ISIN Code: INE559F01016
BSE LIVE 16:00 | 05 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.35
PREVIOUS CLOSE 10.40
VOLUME 409
52-Week high 10.40
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.35
CLOSE 10.40
VOLUME 409
52-Week high 10.40
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indo-Asian Food & Commodities Ltd. (INDOASIANFOOD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 20th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

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

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

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

(Rs in lacs)

Particulars 2014-2015 2013-14
Profit/Loss before Bad debts and Depreciation Written off and extra ordinary items (9.98) 11.19
Depreciation written off (0.42) (0.77)
Bad debts written off 0.00 0.00
Profit or loss before adjustments (10.40) 10.41
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 (10.40) 10.41
Provision for income tax/MAT Cr. 0.00 1.57
Profit after tax (10.44) 8.83
Earnings Per Share . (0.20) 0.17

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

Listing

The Securities of your Company are listed with the Bombay Stock Exchange Limited andpursuant to Clause 38 of the Listing Agreement the Annual Listing fees. for the year20142015 have been paid to them. The Company has also paid the annual custodian fees toNSDL & CDSL for the Securities of the Company held in dematerialized mode with themfor the year 2014-2015.

Dividend

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

Reserves

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

Directors and Key Managerial Personnel

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

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

Particulars of contracts or arrangements with related parties:

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

Particulars of Employees

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

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary Companies.

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

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

Annexure VI.

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

Meetings

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

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDITORS:

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

AUDITORS' REPORT

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

Secretarial Audit Report

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

Internal Audit & Controls :

During the year the Company continued to implement his suggestions and recommendationsto improve the control environment. His scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.indo-asian.com under investors/policy-documents/Vigil Mechanism Policy link.

Risk management policy :

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

Deposits :

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

Particulars of loans guarantees or investments under section 186

Details of Loans: Nil

No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
Nil

Details of Investments:- Nil

No Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
Nil

Details of Guarantee / Security Provided: Nil

No Date of providing security/guar antee Details of recipient Amount Purpose for which the security/ guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
Nil

Corporate Governance Certificate (Applicable to Listed Companies)

The Compliance certificate from the auditors or practicing company secretariesregarding • compliance of conditions of corporate governance as stipulated in Clause49 of the Listing agreement shall be annexed with the report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

STATUTORY DISCLOSURES

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

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

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

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

Conservation of energy technology absorption and foreign exchange earnings andoutgo—NA

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy: Nil

(b) Technology absorption: Nil

(c) Foreign exchange earnings and Outgo—Nil

Directors' Responsibility Statement

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

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

(b) the directors had selected such accounting policies and applied them consistentlyand

made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

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

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

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper-system's to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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

Acknowledgements

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

For and on behalf of the Board of Directors

Place: Hyderabad

Date: 13.08.2015

Sd/-

K. Rambabu

Managing Director

(DIN: 01165601)

Sd/-

K. Lohit

. Director

(DIN: 05156603)