teknomin aqua exports (India) limitedREGD.OFFICE: 29-36-20,SAMARAT COMPLEX,

MUSEUM ROAD,GOVERNORPET,VIJAYAWADA-520 002.

22nd Annual Report2012-2013

.

3

22nd Annual Report

BOARD OF DIRECTORS

P.MASTAN RAO Chairman/Managing DirectorB.KRISHNA MURTHY Director - operationsJ.VISHNU PRASADA RAO DirectorP.PARAMDHAMAIAH DirectorPRAKASH CHANDRA JOSHI Director- TechnicalS.SATYANARAYANA Director

AUDITORS BANKERS

M/s.HANUMAIAH & Co. Indian Overseas Bank, Gudur Chartered Accountants,1&2 Ground, RAM'S VSR Apartments,Mogalrajpuram,VIJAYAWADA - 520 010. (A.P.)

LISTING SHARE TRANSFER AGENTSM/s.Teknomin Aqua Exports (I) Limited29-36-20,Samarat Complex,

The Stock Exchange,Mumbai Museum Road,Governorpet,Vijayawada - 520 002

REGISTERED OFFICE PROJECT ADMINISTRATIVE OFFICE

M/s.Teknomin Aqua Exports (I) Limited 1/448 M.V.Nager,29-36-20,Samarat Complex, GUDUR - 524 102Museum Road,Governorpet, NELLORE DISTRICT.(A.P)

Vijayawada - 520 002 E.mail;teknominaqua@gmail.com Phone no;-(0866)2432758

21ST ANNUAL GENERAL MEETING CONTENTSPageNos

Date : 30th September. 2013 Notice 04Time : 10-00AM Directors' Report 05Day : Monday Report on Corporate Governance 06Venue : Hotel Swarna palace Auditors' Report 10

Near old bus stand, Balance Sheet 14 Governorpet, Profit & Loss Account 15

Vijayawada - 520 002. Schedules to the Accounts 16Andhra Pradesh Cash Flow Statement 23

teknomin aqua exports (India) limited

4

22nd Annual Report

NOTES FOR MEMBERS ATTENTION

1. Notice is also given that the Register of Mem-bers and share transfer books in respect ofequity of the Company will remain closed for5 days from 25-09-2013 to 29-09-2013.

2. A member entitled to attend and vote, isentitled to appoint a proxy to attend and voteinstead of himself and the proxy need not bea member.

3. The Instrument appointing a proxy shouldhowever be deposited at the Registered Of-fice of the Company not less than forty eighthours before the commencement of the Meet-ing.

4. Shareholders are requested to notify changein address if any, immediately to the Compa-ny’s Registrars.

5. Shareholders are requested to bring their cop-ies of Annual Report to the Meeting. Copiesof the Annual Report will not be available fordistribution to Shareholders at the Hall.

6. Shareholders attending the Meeting are re-quested to complete the enclosed attendanceslip and deliver the same at the entrance of theMeeting place.

7. Shareholders intending to require informa-tion about Accounts to be explained in theMeeting are requested to inform the Com-pany atleast 7 days in advance of the AnnualGeneral Meeting.

8. All the Shareholders are advised to send theircertificates for transfer directly to the Com-pany Registered Office, Vijayawada.

By order of the Boardsd/-

(P.MASTAN RAO)Chairman/Managing Director

Place : VijayawadaDate : 27-08-2013

NOTICE TO THE SHARE HOLDERS

Notice is hereby given that the 22nd AnnualGeneral Meeting of the Company will be held atHotel Swarna place, Governorpet, Vijayawada -520 002 at10.00AM on 30th September, 2013 totransact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the profit andLoss Account for the year ended 31st March,2013 and the Balance Sheet as on that date,the Auditors’ report and the Directors’ Reportthereon.

2. To appoint director in place of Sri J.V.Prasadwho retires by rotation and being eligible of-fers himself for re-appointment.

3. To appoint auditors to hold office from theconclusion of this meeting until the conclu-sion of the next Annual General Meeting andfix their remuneration.

SPECIAL BUSINESS

1. To appoint Mr Prakash Chandra Joshi withB.F.Sc,qualification and date of Birth15-03-1969, 15 yerars Experience in Hatch-ery & Aqua Farming. Technician as Directorwho was appointed as on technical Directorby Board of Directors and Retires at this meet-ing in pursuance at the article 94 of the ar-ticles at association and if thought fit to passthe following as on ordinary resolution

"Mr. Prakash Chandra Joshi be and is hear byappointed as Director of the company" .

By order of the Boardsd/-

(P.MASTAN RAO)Chairman/Managing Director

Place : VijayawadaDate : 27-08-2013

5

22nd Annual Report

DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in submitting the 22nd BalanceSheet and Profit & Loss a/c of your Company together withthe auditors report thereon.

1. REVIEW OF OPERATIONS:

The working results of the Company for the year arefurnished as follows

(Rs.in Lakhs)

Sl. Particulars Year YearNo. Ended Ended

31-03-13 31-03-12

01. Sales ------- 3.00

02. Other Income 3.67 ------

03. Total Expenditure 11.15 30.5904. Net Profit/(Loss) (7.48) (-)27.60

05. Equity Share Capital 558.50 558.50

In view of huge adminstrative loss the company continues to lease out its ponds during the year also.

2. DIRECTORS:

The Directors of the Company Sri J.V. Prasad retire byrotation in this meeting in pursuance of Article 105 ofthe Articles of Association and being eligible offer them-selves for re-appointment. The Board recommends their-appointment of these Directors.

3. AUDITORS:

M/s.HANUMAIAH & Co., Chartered Accountants,statutory auditors of the Company will retire at the con-clusion of the Annual General Meeting and are beingeligible and offer themselves for re-appointment.

4. EMPLOYEES:

It is to report that U/S217 (2A) of the Companies Act,1956 that there are no employees drawing salary ofRs.2,00,000/- or more p.m. or Rs.24,00,000/- or moreper year or part there of.

Your directors also place on record their deep sense ofappreciation of the services of the staff and workers ofthe Company, who have contributed for the administra-tion of the Company’s affairs.

5. INFORMATION U/S 217(1) (e):

Particulars U/S 217(1)(e) of the Companies Act, 1956and the Companies (Disclosure of particulars in the re-port of Board of Directors) Rules, 1988 are given be-low:

(a) Conservation of Energy:

The Company is making all efforts for conservation ofenergy.

(b) Technology Absorption:

The hatchery with 60 Million Shrimp Seed capacity isbeing operated under the Technical advice ofMr.Chandra jhoshi an experience technician in thisline.

(c) Foreign Exchange Earnings & Outgoings:

(Rs.in Lakhs)

Particulars For the For theYear Year

2012-13 2011-12

Foreign Exchange Earnings -Nil- - Nil-Foreign Exchange Outgo -Nil- - Nil-

06. CORPORATE GOVERNANCE:

Your Company has complied with the provisions ofClause 49 of the Listing Agreement relating to Corpo-rate Governance and believes that the initiatives on Cor-porate Governance will assist the Management in theefficient conduct of the business and in meeting its obli-gation to all its shareholders.

A report on Corporate Governance and a certificate fromthe Auditors of the Company regarding compliance ofconditions of Corporate Governance as required underClause 49 of the Listing Agreement is attached to thisreport.

6

22nd Annual Report

COMPLIANCE CERTIFICATE ONCORPORATE GOVERNANCE

ToThe Members ofTeknomin Aqua Exports (India) Limited

We have examined the compliance of conditions of corpo-rate governance by Teknomin Aqua Exports (India) Limited,for the year ended on 31st March, 2013, as stipulated in Clause49 of the Listing Agreement of the said Company with StockExchange(s).

The Compliance of conditions of Corporate Governance isthe responsibility of the management. Our examination waslimited to procedures and implementation thereof, adoptedby the Company for ensuring the compliance of the condi-tion of the Corporate Governance.It is neither an audit nor an expression of opinion on thefinancial statements of the Company.

In our opinion and to the best of our information and accord-ing to the explanations given to us, we certify that the Com-pany has complied with the conditions of Corporate Gover-nance as stipulated in the above mentioned Listing Agree-ment.

We state that no investor grievance is pending for a periodexceeding one month against the Company as per the recordsmaintained by the Shareholders/Investor Grievance Commit-tee.

We further state that such compliance is neither an assur-ance as to the future viability of the Company nor the effi-ciency or effectiveness with which the management has con-ducted the affairs of the Company.

for HANUMAIAH & Co.,Chartered Accountants,

sd/-(K.HANUMAIAH)

PartnerPlace : VijayawadaDate : 27-08-2013

REPORT ON CORPORATE GOVER-NANCE

MANDATORY REQUIREMENTS

Company’s philosophy on Code of Governance:

The Company’s philosophy of Corporate Governance isaimed at assisting the top management of the Company inthe efficient conduct of its business and in meeting its obli-gations to its shareholders.

07. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under the Companies Act, 1956, your Di-rectors wish to state:

(a) That in the preparation of Annual Accounts, the appli-cable accounting standards had been followed along withproper explanation relating to material departures;

(b) That the they have selected such accounting policies andapplied them consistently and made judgements and es-timates that were reasonable and prudent so as to give atrue and fair view of the state of affairs of the companyat the end of the financial year and of the profit or loss ofthe Company for the year under review;

(c) That they have taken proper and sufficient care for themaintenance of adequate accounting records in accor-dance with the provisions of the Companies Act, 1956for safeguarding assets of the Company and for prevent-ing and detecting fraud and other irregularities; and

(d) That they have prepared the accounts for the year ended31st March, 2013 on a ‘going concern’ basis.

08. ACKNOWLEDGEMENT:

Your Directors are thankful to the Financial Institutionsand Bankers for their continued support during the yearunder review and acknowledge with gratitude the helpextended by the Central Government and the Govern-ment of Andhra Pradesh. Your Directors are equally grate-ful to the customers, suppliers and to you for the confi-dence reposed and the valuable support extended.

We further express our sincere thanks to MPEDA.

By order of the Board

sd/-(P.Mastan Rao)

Chairman/Managing DirectorPlace : VijayawadaDate : 27-08-2013.

7

22nd Annual Report

Audit Committee

Terms of Reference and Composition, Chairman and theName of MembersThe Audit Committee comprise of Mr.B.Krishna murthy,(operation) Director of the Committee. Mr. P. Paramdamaiah,Director. The committee along with the statutory Auditorsthe invites to the meeting. The Terms of reference of thisCommittee are wide enough covering matters specified forAudit Committee under the Listing Agreements.

Meeting and attendance during the yearThere were three meetings of the Audit Committee duringthe financial year 2012-2013 and the attendance of each mem-ber of the Committee is give below:

Name of the Director No.of % of totalMeeting Meeting

Attended Attended

P. Paramdamaiah 4 100%B.Krishna Murthy 4 100%

Remuneration to the Director.It is to state that the Company has not paid any remunera-tion or sitting fee to the executive or non-executiveDirectors during the year.

Investors/Shareholders Grievance Committee

The Company has formed an Investors/Shareholders Griev-ance Committee under the Chairmanship of Mr.P.MastanRao. The other one member of the Committee areMr.B.Krishna Murthy. The Committee shall look into theshareholder’s and investor’s complaints. Most of the com-plaints received from the Shareholders have been resolved.The number of shares pending for transfer were Nil as on31st March, 2013.

General Body MeetingsDetails of the location of the past three AGMs and the detailsof the resolutions passed or to be passed by Postal Ballot.

a) The last 3 Annual General Meetings of the Companywere held at the Hotel Swarna place, Governorpet,Vijayawada. All meetings commenced at 10.00 A.M. Theshare holders passed all the resolutions set out in the re-spective Notices.

b) No resolution requiring postal ballot as recommendedunder clause 49 of the listing agreement has been placedfor Shareholders approval at the meeting.

Board of Directors:

Composition: The present strength of the Board is FiveDirectors. The Board comprises of Executive and Non-executive Directors. The Non-executive Directors bringindependent judgment in the Board’s deliberations anddecisions. The Chairman/Managing Director is WholetimeDirector. The remaining Three are Non-executiveDirectors.

Attendance of each Director at the Board Meetings andthe latest AGM:

Name of the Category of No. of % of AttendanceDirector Directorship Board total at the last

Meetings Meetings A.G.M.attended

P.Mastan Rao Chairman/ 4 100/% -Yes -ManagingDirector

B.Krishna Murthy Director 4 100% - Yes -

P.Paramdhamaiah Director 4 100% - Yes -

S.Satyanarayana Director 1 25% -No-

J.V.Prasada Rao Director 1 25% - Yes -

Number of other companies or committees the Director (be-ing a directors as on the date of the Directors’ Report) is aDirector/Chairman

Name of the Director No. of other No. of CommitteesCompanies in (other than Teknomin

which Director Aqua Exports (India)Limited in which

Member)

P.Mastan Rao 2 —

P.Paramdhamaiah 2 —

B.Krishna Murthy — —

S.Satyanarayana — —

J.V.Prasada Rao — —

Number of Board Meetings held and the dates of theBoard Meetings

Four Board Meetings were held during the year 2012-13 onthe dates mentioned below:

<> 13-04-2012 <> 28-01-2013<> 07-07-2012<> 24-11-2012

Audit CommitteeTerms of Reference and Composition, Chairman and theName of Members

8

22nd Annual Report

2) Financial Calender

Results for the First quarter (April-June) last week ofJuly

Results for the Second quarter(July-September) lastweek of October

Results for the Third Quarter(October-December) lastweek of January

Annual Results (April-March) last week of May

3) Date of Book Closure

25th September ,2013 to 29th September , 2013

4) Dividend payment dates - Nil -

5) Listing on Stock Exchanges

The Stock Exchange Mumbai

The Listing Fees for the year 2013-2014 has been paid

6) Stock code - COBSE:526065.

ISIN Number for NSDL & CDSL - Nil -

7) Market price Data: High & Low during each month inthe last financial year - Nil -

8) Stock Performance in comparison to broad-based indi-ces such as BSE Sensex, BSE 200, Nifty

As per Annexure-’A’

9) Registrar and Transfer Agents

M/s.Teknomin Aqua Exports (I) Limited29-36-20,Samarat Complex,Museum Road,Governorpet,Vijayawada - 520 002

10) Share transfer system

All the transfers received are processed and approvedby the Share Transfer Committee which normally meetstwice in a month or more depending on the volume oftransfers

11) Distribution of Shareholding and Share holding patternas on 31.03.2013

As per Annexure-’B’

Notes on Directors seeking appointment\re-appointment

Sri. J.V.Prasad is a Director of the Company from itsbegining.

Disclosures

Disclosures on materially siginificant related transactions i.e.,transactions of the company of a material nature, with its pro-moters, the Directors or the Management, their subsdiariesor relatives etc., that may have potential conflict with the in-terests of the company at large.

None during the last year.

Details of non-compliance of the by Company, penalitiesstructures imposed on the Company by Stock Exchanges orSEBI or any statutory or any matter related to capital mar-kets during the last three years.

2) None in last three years.

Means of Communication

3) Half-yearly report sent to the household of each shareholder

No, as the results of the Company are widely publishedin the newspapers

4) Quarterly results

No, as the results of the Company are widely publishedin the newspapers

5) Any website where displayed - Yes-

6) Whether it is also displayed in official news papers- No -

7) Presentations made to institutional investors or to ana-lysts - No -

8) Newspapers in which results are normally published in

-No-

9) Whether Management Discussion and Analysis is apart of the Annual Report or not - Yes -

General Shareholder information

1) Annual General Meeting

Date : 30th September, 2013Time : 10.00AMVenue : Hotel Swarna palace,

Near old Busstand,Governorpet, Vijayawada.

9

22nd Annual Report

As the Company’s half-yearly results are widely pub-lished in English and Telugu newspapers, the same arenot sent to the shareholders of the Company.

17) Annexure-‘A’

High/Low of market price of the Company’s shares tradedon The Stock Exchange, Mumbai during the Financial year2012-2013 - Nil -

18) Annexure-‘B’

The Distribution of shareholding as on 31st March, 2013

No.of Equity No.of % No.of %Shares held folios Shares

Up to 500 16592 93.87% 2593600 46.44% 501-1000 622 3.52% 516100 9.24% 1001-2000 233 1.32% 353650 6.33% 2001-3000 69 0.39% 180300 3.23%

3001-4000 19 0.11% 68200 1.22%4001-5000 51 0.29% 253400 4.54%

5001- 10000 43 0.24% 350400 6.27%10001and above 47 0.27% 1269350 22.73%

Grand Total 17676 100.00% 5585000 100.00%

No.of 17676 100.00% 5585000 100.00%Shareholders

in Physical Mode

No.of — — — —Shareholders in

Electronic Mode

Shareholding Patten as on 31st March, 2013

Category No.of No.of %Shareholders Shares

Promoters 50 726050 13.00Financial Inst - - -Nil-Body Corporate 26 199100 3.56NRI 329 376050 6.73Mutual Funds - Nil - - Nil - - Nil -Resident Indians 17271 4283800 76.70Cleaning Members -Nil- -Nil- -Nil-

for HANUMAIAH & Co.,Chartered Accountants,

sd/-(K.HANUMAIAH)

Partner

12) Dematerialisation of shares and liquidity - Nil -

13) Outstanding GDRs \ ADRs \ Warrants or any convertableinstruments conversion date and likely impact

The Company has not issued any ADR \ GDR

14) Hatchery location

Srinivasachatram, Nellore District, Andhra Pradesh

15) Address for correspondence:

(a) For\transfer\dematerialisation of shares and any otherquery relating to the shares of the Company

M/s.Teknomin Aqua Exports (I) Limited29-36-20,Samarat Complex,Museum Road,Governorpet,Vijayawada - 520 002

(b) For shares held in demat form

Depository Participant - Not Applicable -

(c) Any query on the Annual Report and for other corre-spondence

M/s.Teknomin Aqua Exports (I) Limited29-36-20,Samarat Complex,Museum Road,Governorpet,Vijayawada - 520 002

16) NON MANDATORY REQUIREMENTS

a) Chairman of the Board: Whether the Chairman of theBoard is entitled to maintain a Chairman’s office at theCompany’s expense and also allowed reimbursement ofexpenses incurred in the performance of his duties

Yes. The Company has the Chairman’s Office at the Reg-istered office

b) Remuneration Committee

The Company has not yet set up a Remuneration Com-mittee

c) Shareholder Right

The half-yearly declaration of financial performance in-cluding a summary of the significant events in last sixmonths should be sent to the household of each share-holder

Place;Vijayawada.Date : 27-08-2013

10

22nd Annual Report

AUDITORS' REPORT ON FINANCIAL STATEMENTS

To

The Members of teknomin aqua exports (India) limited

We have audited the attached Balance Sheet of M/s.teknomin aqua exports (India) limited, as at 31st March, 2013, the Profitand Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial state-ments are the responsibility of the company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstate-ment. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial state-ments. An audit also includes assessing the accounting principles used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opin-ion.

As required by the Companies (Auditor’s Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, vide Notification No.G.S.R.480 (E) dated June 12, 2003, We enclosein the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for thepurpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from ourexamination of those books;.

c) The Balance Sheet and Profit & Loss account deal with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account deal with by this report comply with theaccounting standards referred in sub-section(3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the directors, as on 31st March, 2013, and taken on record by theBoard of Directors, we report that none of the directors is disqualified as on 31st March, 2013, from being appointed as adirector in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give theinformation required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013;

ii) in the case of the Profit and Loss Accounts, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

for HANUMAIAH& Co.,Chartered Accountants,

sd/-(K.HANUMAIAH)

PartnerPalce : VijayawadaDate : 27-08-2013.

11

22nd Annual Report

ANNEXURE TO THE REPORT OF THE AUDITORS

M/s.teknomin aqua exports (India) limited

Referred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation offixed assets.

1.2 The fixed assets have been physically verified by the management during the period and no serious discrepancies havebeen noticed on such verification.

1.3 The Company has not disposed substantial part of the fixed assets during the period and hence do not effect goingconcern status of the company.

2.1 The stock of inventory have been physically verified during the year by the management. In our opinion, the frequencyof verification is reasonable.

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable and ad-equate considering the size of the Company and the nature of its business.

2.3 No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far asappears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted any loans secured orusecured to companies, firms or other parties to be listed in the Register to be maintained under section 301 of theCompanies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are not applicable.

04. In our opinion and according to the information and explanations given to us, there are adequate internal control systemcommensurate with the size of the Company and the nature of its business, for the to purchase of inventory and fixedassets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failureto correct major weaknesses in internal controls system.

05. According to the information and explanations given to us, we are of the opinion that the company has not purchased anygoods, materials and had not sold goods, materials and services in pursuance of contracts or arrangements to be enteredin the register to be maintained U/S 301 of the Companies Act, 1956. Accordingly clause 4(v)(b) is not applicable.

06. In our opinion and according to the information and explanations given to us and as shown by the books of accounts, theCompany has not accepted deposits within the meaning Section 58A, 58AA or any other relevant provisions of theCompanies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any other relevant provisions of theCompanies Act, 1956 does not arise.

07. In our opinion that the Company has an Internal Audit system commensurate with its size and nature of its Business.

08. We have been informed by the Company that the Central Government had not prescribed any cost records U/s.209(1)(d) of the Companies Act, 1956 and hence the Company did not maintained any cost records.

9.1 According to the books and records examined by us and the information and explanations given to us, the company isregular in depositing with appropriate authorities the undisputed statutory dues payable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstanding as at 31st March, 2013 for aperiod exceeding six months from the date they became payable.

9.2 According to the books and records examined by us and the information and explanations given to us, there were nodisputed amounts which are not deposited payable in respect of Income-tax, Wealth-tax, Sales-tax, Services-tax, cus-toms duty and excise duty which have remained outstanding as at 31st March, 2013 for a period exceeding six monthsfrom the date they became payable, except the following as per detials given below:

12

22nd Annual Report

10. The company has been incorporated for a perid exceeding five years. As per the financial statements, the accumulated lossesat the end of the year as 31.03.2013, are 492.19 Lacs which accounts 88.36% of its net worth and the company has incurredcash losses during the financial years 2012-13.

11. According to the books and accounts examined by us and the information and explanations given to us the Company has

cleared all the dues with the Bank as such the Questionof defaults does not arise.

12. According to the books and accounts examined by us and the information and explanations given tous, the Company has not granted any loans and advances against security by way pledge of shares,debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions ofclause 4(xiii) of the Order is not applicable.

14. According to the informaton and explanations given to us the company is not dealing or trading in shares, securities, debenturesand other investments. Accordingly, the provisions of clause 4(xiv) of the Order, is not applicable.

15 Accoding to the information and explanations given to us, the company has not given any guarantee for loans taken by othersfrom bank or financial institutions.

16. According to the books and records examined by us, and information and explations given to us, the company has not obtainedany term loans during the year.

Appeal pending Hon'ble High Court ofAndhra Pradesh,Hyderabad for recovery. & Stay granted,s

Appeal field before CESTAT, Bangolore & StayGranted, case pending in Tribunal - Bangalore.

Case is in pending before Hon'ble High Court ofKerala, Ernakulam.Arbitation appeal 21/2003 inHonourable High Court Ernakulam.

Pending

01. C/Appeal No. 212/2000 Dt.05.07.2000Appeal rejected on the demand ofRs.17.44 lacs of CESTAT, Bangalore.

02. Appeal No. E/Mise 27/07&Eisty/259/2006 inE/374/2006, Dated : 9-5-2007 field before CESTAT, Bangloreon the orders issued by commissioner of appeals,Guntur on the tax imposed of Rs. 190 lacs notices ofAsll. Commissioner - C.E, Nellore.

03. Appeal No. 21/2003, Dated : 18-12-2003 in thematter of Buy-back of MPEDA Capital Investment ofRs. 16 lacs as per financial agreement dt : 31-3-1993,Ref:no-3/07/2012 A1-Ho Regd-Letter dt 23-07-2012. for one time settlement Received.

04. Bombay stock exchange Ref No-DCS/COMP/OT/TB/252/2010-11 Dated14-09-2011Payment of Re-Instalment feeof Rs12.50 Laks Plus Service tax @12.36%

SNO Case Stage

13

22nd Annual Report

17. According to the information and explanations given to us, and books and records examined by us, no funds raised on short-term basis have been utilised for long-term investment.

18. According to the information and explanations given to us, and books and records examined by us, no preferential allotment ofshares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the Order, is not applicable.

19. According to the information and explanations given to us, the company has not issued debentures during the period underaudit. Accordingly, the provisions of clause 4(xix) of the Order, is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit. Accordingly, the provisions ofclause 4(xx) of the Order, is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing prac-tices, we have not come across any instances of frauds on or by the Company, nor we have been informed by the management,of any such instance being the noticed or reported during the year.

for HANUMAIAH& Co.,

Chartered Accountants,

Sd/-

(K.HANUMAIAH)

PartnerPlace : VijayawadaDate : 27-08-2013

14

22nd Annual Report

PARTICULARS NOTE NO 31.03.2013 31.03.2012

A. EQUITY AND LIABILITIES :

01. SHAREHOLDERS FUNDS :- Share Capital 1 55,700,500.00 55,700,500.00- Reserves & Surplus (49,219,630.82) (48,471,433.82)

02. Share application money pending allotment 2 1,621,000.00 1,621,000.00

03. Non Current Liabilities 3- Other Long Term Liabilities 8,492,011.89 8,492,011.89

04. Current Liabilities 4- Trade payables 1,285,825.00 1,285,825.00- Other Current liabilities 3,017,338.50 2,517,338.50- Short Term provisions 170,400.00 170,400.00

TOTAL 21,067,444.57 21,315,641.57

BALANCE SHEET AS AT 31.03.2013

B. ASSETS :

01. NON CURRENT ASSETS 5- Fixed Assets- Tangible Assets 13,102,882.13 13,898,382.13- Capital Work-in-progress 6,296,064.60 6,296,064.60- Non Current Investments 157,184.00 157,184.00- Other Non Current Investments 859,182.04 859,182.04

02. CURRENT ASSETS 6- Cash and cash equivalents 652,674.80 104,828.80- T.D.S. Recoverage 3,334.00 ------

TOTAL 21,067,444.57 21,315,641.57

As per report of even date attachedfor Hanumaiah & Co. for TEKNOMIN AQUA EXPORTS (I) IMITEDChartered Accountants

(K Hanumaiah) (B KRISHNA MURTHY) (P MASTAN RAO)Partner Director(Operation) Chairman / Managing Director

Place : VijayawadaDate : 27-08-2013

sd/- sd/- sd/-

15

22nd Annual Report

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2013PARTICULARS NOTE NO 31.03.2013 31.03.2012

01. INCOME :- Revenue from operations 0.00 0.00

- Other Income 7 366,671.00 300,000.00

TOTAL REVENUE 366,671.00 300,000.00

02. EXPENDITURE :- Employees benefit expenses 8 109,370.00 335,220.00- Depreciation and amoritixation expenses 795,500.00 921,534.00- Other Expenses 9 209,998.00 1,803,115.00

TOTAL EXPENSES 1,114,868.00 3,059,869.00

03. PROFIT/(LOSS) BEFORE TAX (748,197.00) (2,759,869.00)

04. PROVISION FOR TAX 0.00 0.00

05. PROFIT/(LOSS) FOR THE YEAR (748,197.00) (2,759,869.00)

06. EARNINGS PER EQUITY SHARE :(1) BASIC -Nil- -NILL(2) DILUTED ----- --

As per report of even date attachedfor Hanumaiah & Co. for TEKNOMIN AQUA EXPORTS (I) LIMITEDChartered Accountants

(K Hanumaiah) (B KRISHNA MURTHY)(P MASTAN RAO)Partner Director(Operation)Chairman / Managing Director

Place : VijayawadaDate : 27-08-2013

sd/- sd/- sd/-

16

22nd Annual Report

NOTES FORMING PART OF FINANCIAL STATEMENTSPARTICULARS 31-03-2013 31-03-2012

NOTE: 1

01. SHARE CAPITAL :- AUTHORISED CAPITAL : 60,000,000.00 60,000,000.00

- ISSUED,SUBSCRIBED & PAID UP CAPITAL :- 5585000 EQUITY SHARES OF Rs.10/- EACH 55,850,000.00 55,850,000.00- Less : Call in arrears 149,500.00 149,500.00

TOTAL 55,700,500.00 55,700,500.00Reconciliation of the shares outstanding at the beginning and at the end of the reporting periodThere were on changes outstanding at the beginning and at the end of the reporting period.

02. RESERVES & SURPLUS :PROFIT & LOSS ACCOUNT :- Opening Balance (48,471,433.82) (45,711,564.82)- Add : (Profit) / Loss for the year (748,197.00) (2,759,869.00)

TOTAL (49,219,630.82) (48,471,433.82)

NOTE: 2Share application monery pending allotment :

- Share Application Money 1,621,000.00 1,621,000.00

TOTAL 1,621,000.00 1,621,000.00

NOTE: 3

02. NON CURRENT LIABILITIES :- Long Term Borrowings- UNSECURED LOANS :- Associate Companies & Others 8,492,011.89 8,492,011.89

TOTAL 8,492,011.89 8,492,011.89

NOTE: 4

03 CURRENT LIABILITIES01. Trade Payables 1,285,825.00 1,285,825.00Creditors for Expenses

TOTAL 1,285,825.00 1,285,825.00

02. Other Current liabilitiess 3,017,338.50 2,517,338.50Other Liabilities

TOTAL 3,017,338.50 2,517,338.50

03. Short Term Provisions- Audit Fee Payable 20,000.00 20,000.00- Secretary Consultancy Charges Payable 5,400.00 5,400.00- Salaries & Wages Payable 145,000.00 145,000.00

TOTAL 170,400.00 170,400.00

17

22nd Annual Report

Not

e -

5

18

22nd Annual Report

PARTICULARS 31-03-2013 31-03-2012

NOTE: 5CAPITAL WORK-IN-PROGRESS :

- Advance for Land Purchases 2,083,159.00 2,083,159.00- Pump Sets 4,212,905.60 4,212,905.60

TOTAL 6,296,064.60 6,296,064.60

NON CURRENT INVESTMENTS :LOANS & ADVANCES :

- Advances to Others 20,000.00 20,000.00DEPOSITS :- APP Control Board Deposit 3,000.00 3,000.00- Electricity Deposit 99,360.00 99,360.00- Sales Tax Deposit 2,000.00 2,000.00- Telephone Deposit 17,824.00 17,824.00- Rent Deposit 15,000.00 15,000.00

TOTAL 157,184.00 157,184.00

OTHER NON CURRENT ASSETS- Preliminary Expenses 859,182.04 859,182.04

TOTAL 859,182.04 859,182.04

NOTE: 6CURRENT ASSETS :

01. CASH & BANK EQUIVALENTS- Cash on Hand 133,555.00 16,009.00- Cash at Bank- Indian Overseas Bank - Gudur 1,905.80 88,819.80- Fixed Deposit-IOB 517,214.00 ------------

TOTAL 652,674.80 104,828.80

NOTES FORMING PART OF FINANCIAL STATEMENTS

19

22nd Annual Report

PARTICULARS 31-03-2013 31-03-2012

NOTE: 7OTHER INCOME

- Sale of Causarona Tress 350,000.00 0.00- Ponds lease Rentals 0.00 300,000.00- Interest on Fixed Deposit 16,671.00 0.00

TOTAL 366,671.00 300,000.00

NOTE: 8- Employees benefit expenses :- Workers Wages (Farm) ------- 70,000.00- Bonus -------- 13,700.00- Salaries, Allowances and Benefits to staff 108,000.00 249,900.00- Staff Welfare Expenses 1,370.00 1,620.00

TOTAL 109,370.00 335,220.00

NOTE: 9OTHER EXPENSES :

- Farm Maintenance ------- 36,000.00- Hatchery Mess -------- 28,000.00- Hatchery Maintenance -------- 1,200.00- Postage & Telephone Charges 10,560.00 28,770.00- Printing & Stationery 28,281.00 37,424.00- Rates, Licenses, Taxes & Fees 12,000.00 450,052.00- Office Maintenance 21,930.00 24,595.00- Meeting Expenses 8,060.00 69,067.00- Conveyance, Vehicle Maintenance ------- 200.00- Bank Charges 23,989.00 133.00- Advertisement ---------- 61,296.00- Office Building Rent ----------- 24,600.00- Donation ---------- 45,000.00- Audit Fee 20,000.00 20,000.00- Consultation Charges 3,500.00 156,500.00

- Electricity Charges -------- 96,734.00- Travelling Expenses 8,430.00 42,708.00- Telephone Charges 2,088.00 15,312.00- Miscellaneous Expenses 780.00 12,590.00- Legal Expenses --------- 35,000.00- Vehicle Maintainence 9,180.00 30,191.00- Computer Maintainence ----------- 820.00- Directors Remuneration -------- 300,000.00- Penalities 60,000.00 530.00- Preliminery Expenses -------- 286,393.00

- Repairs&Maintenance 1,200.00 --------

TOTAL 209,998.00 1,803,115.00

NOTES FORMING PART OF FINANCIAL STATEMENTS

20

22nd Annual Report

NOTES TO THE ACCOUNTS FORMING PART OF BALANCE SHEETAND PROFIT AND LOSS ACCOUNT

1. ACCOUNTING POLICIES :

(a) Assets and Liabilities are recorded at Historic cost to the Company.

(b) Assets under erection/installation and advances paid for acquisition of assets are shown ascapital work-in-progress.

2. In the matter of compliance with the Accounting Standard "AS-22, Accounting for Taxes onIncome" issued by the Institute of Chartered Accountants of India (ICAI), it is to state that sincethe Company has unabsorbed losses to the tune of Rs. 492.19 lacs and further it is incurringcontinuous losses, there is very much uncertain in availability of future taxable income againstwhich the deferred tax assets can be realised. As such the provision for deferred tax assets is notmade.

3. The Calls-in-arrear account amounting to Rs.1,49,500/- in respect of allotment money receivableis subject to reconciliation. Interest received on Payment of Calls-in-arrears is accounted for onactual receipt basis.

4. Depreciation was provided on W.D.V basis at the rates prescribed as per the schedule XIV of thecompanies Act, 1956.

21

22nd Annual Report

5. Contingent Liability:

04. Bombay stock exchange Ref No-DCS/COMP/OT/TB/252/2010-11 Dated14-09-2011Payment of Re-Instalment fee Pendingof Rs12.50 Laks Plus Service tax @12.36%

5. Expenditure in Foreign Currency: - Nil -

6 Capital committments as on 31-03-2013: - Ni l -

7. The details of the Managerial Remuneration paid are as follows:-Nil-

8. There are no employees drawing salary of Rs.2,00,000/- or more p.m. or Rs.24,00,000/- or moreper year or part thereof.

S.No. Case No. Stage

Appeal pending Hon'ble High Court ofAndhra Pradesh,Hyderabad for recovery. & Stay granted,s

Appeal field before CESTAT, Bangolore & StayGranted, case pending in Tribunal - Bangalore.

Case is in pending before Hon'ble High Court ofKerala, Ernakulam.Arbitation appeal 21/

2003 in Honourable High Court Ernakulam.

01. C/Appeal No. 212/2000 Dt.05.07.2000Appeal rejected on the demand ofRs.17.44 lacs of CESTAT, Bangalore.

02. Appeal No. E/Mise 27/07&Eisty/259/2006 inE/374/2006, Dated : 9-5-2007 field beforeCESTAT, Banglore on the orders issued bycommissioner of appeals, Guntur on the taximposed of Rs. 190 lacs notices of Asll. Com-missioner - C.E, Nellore.

03. Appeal No. 21/2003, Dated : 18-12-2003in the matter of Buy-back of MPEDACapital Investment of Rs. 16 lacs as per financialagreement dt : 31-3-1993,Ref:no-3/07/2012 A1-Ho Regd-Letter dt 23-07-2012. for one timesettlement Received.

22

22nd Annual Report

09. The details of audit fee are as follows:(Amount in Rupees)

Particulars Current Year Previous Year2012-2013 2011-2012

1. Audit Fees 20,000/- 20,000/-2. Consultation Charges 3,500/- 1,56,500/-

10. Paises are rounded off to nearest Rupee.

11. Figures were re-grouped wherever necessary.

12. Confirmation of balances are not obtained for sundry debtors, creditors and advances made.

Signatures to Schedules 1 to 12

for HANUMAIAH & Co., for Teknomin Aqua Exports (I) LimitedChartered Accountants,

Sd/- Sd/- Sd/-

(K.HANUMAIAH) (B.Krishna Murthy) (P.MASTAN RAO)Partner Director (Operation) ChairmanManaginDirector

Place : VijayawadaDate : 27-08-2013.

23

22nd Annual Report

AUDITORS’ CERTIFICATE ON CASH FLOW STATEMENT

We have examined the attached Cash Flow Statement of M/s. TEKNOMIN AQUAEXPORTS (INDIA) LIMITED for the period ended on 31.03.2013

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2013 (AMOUNT IN Rs.)

A) CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/(Loss) Before Tax and Extraordinary items (748,197.00)Add: Financial Expenses 0.00

(748,197.00)

ADJUSTMENT FOR :- Depreciation 795,500.00- Foreign Exchnage 0.00- Profit on Sale of Investments 0.00- Interest/Dividend 0.00- Preliminary Expenses W/O 0.00- Chit Bid Loss 0.00- Loss on sale of fixed asset 0.00- TDS Receivable 0.00

795,500.00

Operating Profit Before Working Capital Changes 47,303.00

ADJUSTMENT FOR :- (Increase)/ Decrease in Stocks 0.00- (Increase)/ Decrease in Sundry Debtors 0.00- (Increase)/ Decrease in Other Current Asstes (3334)- Increase/ (Decrease) in Current Liabilities 500,000.00

496,666.00

Cash Generated from Operations 543,969.00

Interest Paid 0.00Direct Taxes 0.00

0.00

Cash Flow before Extra-ordinary Items 543,969.00

Extra-ordinary Items 0.00NET CASH FROM OPERATING ACTIVITIES - (A) 543,969.00

for HANUMAIAH & CO., Chartered Accountants

Place : Vijayawada, (K Hanumaiah)Date : 27-08-2013 Partner.

sd/-

24

22nd Annual Report

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2013 (AMOUNT IN Rs.)

B) CASH FLOW FROM INVESTING ACTIVITIES :Purchase of Fixed Assets 0.00Sales of Fixed Assets 0.00

0.00

Decrease/(Increase) in Investments & Deposits

0.00Intrest Received 0.00Dividend Received

NET CASH USED IN INVESTING ACTIVITIES-(B) 0.00

C) CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from issue of Share Capital 0.00Proceeds from Calls in Arrers 0.00Share Application Money Received 0.00Increase/(Decrease) in Bank Borrowings 0.00Increase/(Decrease) in Debentures 0.00Increase/(Decrease) in Security Deposits 0.00Increase/(Decrease) in Unsecured Loans 0.00Increase/(Decrease) in Subsidy 0.00Dividends paid 0.00

0.00

NET CASH USED IN FINANCING ACTIVITIES-(C) 0.00

Net Increase in Cash and Cash Equivalents(A+B+C) 543,969.00

Cash and Cash Equivalents as at 31.03.2012 104,828.80

Cash and Cash Equivalents as at 31.03.2013 648,797.80

for HANUMAIAH & CO., Chartered Accountants

Place : Vijayawada, (K Hanumaiah)Date : 27-08-2013 Partner.

sd/-

25

22nd Annual Report

ATTENDANCE SLIP

teknomin aqua exports (India) limitedRegd. Office: #29-36-20,samrat Complex,Museum Road,Governorpet,Vijayawada-520 002.

Please complete this attendance slip and hand it over at the entrance of the hall.* Only members or their proxies are entitled to be present at the meeting.* Please note that children will not be allowed inside the meeting hall.

FOLIO NO : NO.OF SHARES

NAME & ADDRESS

I hereby record my presence at theTWENTY SECOND ANNUAL GENERAL MEETING of theCompany at HOTEL SWARNACONFERENCE HALL, NEAR;OLDBUS STAND,GOVERNORPET, VIJAYAWADA- 520 002, on Monday the 30th September, 2013 at 10.00A.M.

SIGNATURE OF THE SHAREHOLDER / PROXY :

* Strike Whichever is not applicable

Note: If you are attending the meeting in person or by proxy, your copy of the Balance Sheetmay please be brought by you/your proxy for reference at this meeting.

PROXY

teknomin aqua exports (India) limitedRegd. Office: #29-36-20,samrat Complex,Museum Road,Governorpet,Vijayawada-520 002.

FOLIO NO : NO.OF SHARES :

I/We ________________________________________________________________ being a

Member/Membersof teknominaquaexports(India)limited here by appoint-----------------------

of__________________________________ or failing him ___________________________

of _________________________________ or failing him ___________________________

of ___________________________________ as my/our proxy to attend and vote for me/us andon my/our behalf at the TWENTY SECOND ANNUAL GENERAL MEETING of the Company to be heldat 10.00A.M on Monday the 30h September, 2013 and any adjournment thereof.

Dated this ___________________________ day of _____________________________ 2013.

Re.1/-Signed by the said ________________________ Revenue _________________

Stamp

Note: The proxy form duly signed by the member (s) across Re.1/- revenue stamp should reach the Company'sshare deparment at Registered office of the Company atleast 48 hours before the time fixed for the meeting.

BO

OK

PO

ST

If un

deliv

ered

, ple

ase

retu

rn to

:te

kno

min

aqu

a ex

port

s (I

ndia

) lim

ited

#29-

36-2

0,S

amra

t C

ompl

ex,

Mus

eum

Roa

d,G

over

norp

et,

VIJ

AY

AW

AD

A -

520

002

.A

ND

HR

A P

RA

DE

SH

.

(Pri

nted

Mat

ter)