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

MUSEUM ROAD,GOVERNORPET,VIJAYAWADA-520 002.

23rd Annual Report2013-2014

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23rd Annual Report teknomin aqua exports (India) limited

AUDITORS

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

BOARD OF DIRECTORS

P.MASTAN RAOB.KRISHNA MURTHYJ.VISHNU PRASADA RAOP.PARAMDHAMAIAHS.SATYANARAYANAP.SRILAKSHMIB.RAMCHANDRAN

LISTING - TO BE REVOKED

The Stock Exchange,Mumbai

REGISTERED OFFICE

M/s.Teknomin Aqua Exports (I) Limited29-36-20, Samarat Complex,Museum Road, Governorpet,Vijayawada - 520002E.mail; teknominaqua@gmail.comPhone no;-(0866)2432758

23rd ANNUAL GENERAL MEETING

Date : 22nd September. 2014Time : 10-00AMDay : MondayVenue : Hotel Swarna place

Near old bus stand,Governorpet,Vijayawada - 520 002.Andhra Pradesh

Chairman & Managing DirectorDirector & C.F.ODirector - Non-EcecutiveDirector - Non-EcecutiveDirector - Non-Ececutive IndepandentDirector - Non-EcecutiveDirector - Non-Ececutive Indepandent

BANKERS

Indian Overseas Bank, Gudur

SHARE TRANSFER AGENTS

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

PROJECT ADMINISTRATIVE OFFICE

1/448 m.v.nager, GUDUR - 524 102NELLORE DISTRICT.(A.P)

CONTENTS PageNos

Notice 4 to 6

Directors’ Report 7 to 9

Report on Corporate Governance 10 to 24

Auditors’ Report 25 to 28

Balance Sheet 29 to 29

Profit & Loss Account 30 to 30

Schedules to the Accounts 31 to 36

Cash Flow Statement 37 to 38

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23rd Annual Report

Notice is hereby given that the Twenty Third AnnualGeneral Meeting of TEKNOMIN AQUA EXPORTS(INDIA) LIMITED will be held at 29-36-20, samratcomplex, museum road, governor pet, Vijayawada– 520002 on Monday, 22nd September, 2014 at 10:00a.m. to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Financial statementsTo receive, consider and adopt the FinancialStatements of the Company for the year ended 31stMarch, 2014 including audited Balance Sheet as at31st March, 2014 and the Statement of Profit andLoss for the year ended on that date and the Reportsof the Board of Directors and Auditors

THEREON.

2. Appointment of DirectorTo appoint a director in place of B.Krishna Murthywho retires by rotation and being eligible, seeks re-appointment.

3. Appointment of DirectorTo appoint a director in place of P.Parandhamaiahwho retires by rotation and being eligible, seeks re-appointment

4. Appointment of AuditorsTo re-appoint auditors of the company to hold officefrom the conclusion of the fourth consecutive AGMand to fix their remuneration and to pass thefollowing resolution thereof:

“RESOLVED THAT pursuant to provisions ofsection 139 of Companies Act, 2013 and the rulesmade there under, and pursuant to therecommendations of the audit committee of the boardof Directors, HANUMAIAH&CO, CharteredAccountants, VIJAYAWADA, be and hereby re-appointed as the auditors of the company, to holdoffice from the conclusion of this AGM to theconclusion of the next AGM and that the Board ofDirectors be and hereby authorized to fix suchremuneration as may be determined by the Auditcommittee in consultation with the auditors, and thatsuch remuneration may be paid on a progressivebilling basis to be agreed upon between the auditorsand the Board of Directors.

SPECIAL BUSINESS:

5. To appoint SmtP.Srilakshmi (DIN: 01486164) asDirector and in this regard to consider and if thoughtfit, to pass, with or without modification(s), thefollowing resolution as an Ordinary Resolution:

NOTICE“RESOLVED THAT Smt P.Srilakshmi(DIN:01486164) in respect of whom the Companyhas received a notice in writing under Section 160of the Companies Act, 2013 from a memberproposing her candidature for the office of Director,be and is hereby appointed as a Director of theCompany, liable to retire by rotation.”

6. To appoint Shri S.Sathyanarayana (DIN:2834897)as an Independent Director and in this regard toconsider and if thought fit, to pass, with or withoutmodification(s), the following resolution as anOrdinary Resolution.

“RESOLVED THAT pursuant to the provisions ofSections 149, 150, 152 and other applicableprovisions if any of the Companies Act, 2013(including any statutory modification(s) or re-enactment thereof for the time being in force) andthe rules made there under, Shri S. Sathyanarayana(DIN:2834897) office is liable to determination byretirement of directors by rotation under theprovisions of the Companies Act, 1956 and in respectof whom the Company has received a notice inwriting from a member along with the deposit of therequisite amount pursuant to Section 160 of theCompanies Act, 2013 proposing his candidature forthe office of Director be appointed as IndependentDirector to hold office for 5 (five) consecutive yearscommencing from 01.10.2014

7. To appoint Shri B.Ramchandran,(DIN:06830743) asan Independent Director and in this regard to considerand if thought fit, to pass, with or withoutmodification(s), the following resolution as anOrdinary Resolution

“RESOLVED THAT pursuant to the provisions ofSections 149, 150, 152 and other applicableprovisions if any of the Companies Act, 2013(including any statutory modification(s) or re-enactment thereof for the time being in force) andthe rules made there under, Shri B.Ramchandran,(DIN:06830743) whose period of office is liable todetermination by retirement of directors by rotationunder the provisions of the Companies Act, 1956and in respect of whom the Company has received anotice in writing from a member along with thedeposit of the requisite amount pursuant to Section160 of the Companies Act, 2013 proposing hiscandidature for the office of Director be appointedas Independent Director to hold office for 5(five)consecutive years commencing from 01.10.2014.

By Order of the Board of DirectorsManaging Director

Place: Vijayawada. Sd/-Date: 19-8-2014 (P. Mastan Rao)

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23rd Annual Report

a. The Register of Members and the ShareTransfer Books of the Company will remainclosed from Wednesday, the 17th September2014 to Sunday the 21st day of September2014 (both days inclusive) for the purpose ofAnnual General Meeting and payment ofDividend, to be declared.

b. Explanatory Statement as required underSection 102(2) of the Companies Act, 2013is annexed.

c. A MEMBER ENTITLED TO ATTEND ANDVOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF AND APROXY NEED NOT BE A MEMBER.

d. The instrument appointing a proxy must bedeposited with the Company at its RegisteredOffice not less than 48 hours before the timefor holding the Meeting.

e. Corporate Members intending to send theirauthorized representatives to attend theMeeting are requested to send a certified copyof the Board Resolution authorizing theirrepresentatives to attend and vote on theirbehalf at the Meeting.

f. The Company’s Registrar and Transfer Agentsfor its share registry work isDone by thecompany it should be since all shares are inphysical format.

g. Members can avail of the facility ofnomination in respect of securities held bythem in physical form pursuant to theprovision of Section 72 of the Companies Act,2013. Members desiring to avail of thisfacility may send their nomination in theprescribed duly filled-in to RTA. Membersholding shares in electronic mode maycontact their respective DepositoryParticipant (DP) for availing this facility.

h. Members are requested to• intimate to the DP (Depository Participant),

changes, if any, in their registered addressesand/or changes in their bank account details,if the shares are held in dematerialized form.

• intimate to the Company’s RTA (Registrarand Transfer Agents), changes if any, in their

registered addresses, in their bank accountdetails, if the shares are held in physical form(share certificates).

• consolidate their holdings into one folio incase they hold Shares under multiple foliosin the identical order of names.

i. The Securities and Exchange Board of Indiahas made it mandatory for all companies touse the bank account details furnished by theDepositories for payment of dividend throughElectronic Clearing Service (ECS) toinvestors wherever ECS and bank details areavailable. In the absence of ECS facilities,the Company will print the bank accountdetails, if available, on the paymentinstrument for distribution of dividend. TheCompany will not entertain any direct requestfrom Members holding shares in electronicmode for deletion of/change in such bankdetails.

j. Members are requested to refer to theCorporate Governance Report forinformation in connection with the unpaid /unclaimed dividend liable to be transferredto Investor Education and Protection Fund(IEPF) administered by the CentralGovernment.

k. Brief resume of Directors including thoseproposed to be appointed / re-appointed,nature of their expertise in specifiedfunctional areas, names of companies inwhich they hold directorships andmemberships / chairmanships of BoardCommittees, shareholding and relationshipsbetween directors inter-se as stipulated underClause 49 of the Listing Agreement with theStock Exchanges, are provided in theCorporate Governance Report forming partof the Annual Report.

l. In order to save the natural resourcesMembers are requested to register their e-mailaddress/addresses with the DepositoryParticipants, if the shares are held indematerialized form and with the Company’sRegistrar & Transfer Agent if the shares areheld in physical form, in case you have notregistered your email ids till now.

NOTES:

6

23rd Annual ReportEXPLANATORY STATEMENT SETTING OUT

MATERIAL FACTS AS REQUIRED BY SECTION102 (2) OF THE COMPANIES ACT, 2013

ITEM 5

As per the provisions of Section 149(1) ofthe Act and amended Clause 49 of the ListingAgreement, the Company should have atleast onewoman director.

Keeping in view the above legal requirementsand in deference to Company’s shareholders’wishes, the Board of Directors have proposed thatSmt. P.Srilakshmi be appointed as a Director ofthe Company

The Company has received a notice in writingfrom a member along with the deposit of requisiteamount under Section 160 of the Act proposingthe candidature of Smt. P.Srilakshmi for the officeof Director of the Company.

Smt. P.Srilakshmi is not disqualified frombeing appointed as a Director in terms of Section164 of the Act and has given her consent to act asa Director. She holds 1,69,200 equity shares inthe Company as on 31.03.2014.

Smt. P.Srilakshmi is a Director of TeknominConstruction ltd, and S.L.G. Agro frams PrivateLimited.

Smt. P.Srilakshmi may be deemed to beconcerned or interested, financially or otherwise,to the extent of the aforesaid shareholding inrespect of her appointment as a Director. Shri P.M.Rao, who are her relative and the ManagingDirector. and Executive Directors of theCompany,to the extent of their shareholdinginterest in the Company, may be deemed to beconcerned or interested in the appointment of Smt.P.Srilakshmi.

Save and except the above, none of the otherDirectors / Key Managerial Personnel of theCompany / their relatives are, in any way,concerned or interested, financially or otherwise,in the resolution set out at Item No.6 of the Notice.

The Board commends the OrdinaryResolution set out at Item No.6 of the Notice forapproval by the shareholders.

ITEM NO. 6 AND 7

Shri S.Sathyanarayana and ShriB.Ramchandran are serving on the Board of yourcompany as Independent Directors in complianceto the Clause 49 of the Listing Agreement withBSE.

Pursuant to the provisions of Section 149 ofthe Companies Act, 2013, your company needs tohave at least one third of the total number ofdirectors as Independent Directors.

The Company has received notices in writingfrom members’ along with the deposit of requisiteamount under Section 160 of the Act proposingthe candidatures of each of Shri S.Sathyanarayanaand Shri B.Ramchandran for the office of Directorsof the Company

The Independent Directors appointed hereinshall not be liable to retire by rotation.

Based on the disclosures received from eachof these Directors, the Board satisfied that each ofthese Directors meets the criteria for independenceas laid down in Section 149(6) of the CompaniesAct, 2013 and they are not disqualified ascontemplated under Section 164 of the CompaniesAct, 2013.

The details pertaining to these directorsrequired to be provided pursuant to clause 49 ofListing Agreement are furnished in the statementson the Corporate Governance forming part of thisAnnual Report

Shri S.Sathyanarayana and ShriB.Ramchandran. are not holding any equity sharesof the company

Your Directors commend this resolution forapproval of the shareholders as an ordinaryresolution.

Shri S.Sathyanarayana and ShriB.Ramchandran are concerned or interested intheir respective resolutions pertaining to theirappointment

By Order of the Board of Directors

Managing DirectorPlace: Vijayawada. Sd/-Date: 19-8-2014 (P. Mastan Rao)

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23rd Annual ReportDIRECTORS REPORT

Dear Members,

The Directors have pleasure in presenting before you the 23rd Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

OPERATIONS OF THE COMPANY:

The details of operating results for the year are furnished below :

(Rupees in lacs)Particulars

01 Gross Turnover 14.79 3.66

02 Profit / (Loss) Before Tax -10.13 -7.48

03 Profit / (Loss) After Tax -10.13 -7.48

04 Equity Share Capital 557.01 557.01

2013-2014 2012-2013

Your Directors are making every effort for improving its business and profitability.

PERFORMANCE:During the year 2013-14, the Company has achieved a turnover of 14.79 amounts and incurreda net profit/loss (10.13).

DirectorsIn accordance with the requirements of the Companies Act, 2013 Shri B.Krishna Murthy andShri P.Parndhamaiah Directors of the Company are liable to retire by rotation at the AnnualGeneral Meeting and, being eligible, offer themselves for reappointment at the ensuring AnnualGeneral Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specificfunctional areas, names of the companies in which they hold directorships and relationshipsbetween directors inter-se, as stipulated under Clause 49 of the Listing Agreement with theStock Exchanges in India, are provided in the Report on Corporate Governance.

Statutory AuditorsPursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of auditfirms, and based on the recommendation of the Audit Committee, the Board has re-appointedM/s. HANUMAIAH&CO Chartered Accountants, Vijayawada as the Statutory Auditors of theCompany to hold office from conclusion of this Annual General Meeting to the Conclusion ofthe next Annual General Meeting. M/s. HANUMAIAH&CO Chartered Accountants,Vijayawada, have confirmed that the appointment, if made, would be within the prescribedlimits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s.HANUMAIAH&CO,Chartered Accountants, Vijayawada, as the Statutory Auditors, is beingproposed as an Ordinary Resolution.

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23rd Annual Report

as per Clause 49 of the Listing Agreement, a Management Discussion & Analysis Report is given below:

Overview

Regarding Company Business

During the year the company has continued the implementation of its aqua culture and the same is

work-in-progress.

Internal Control Systems and their academy

The Company has adequate internal control systems commensurate with the size of its operations andfor the purpose of exercising adequate controls of the day-to-day operations. Systems are regularlyreviewed to ensure effectiveness.

Opportunities and Threats

The opportunities we see are in the new areas which your Company has entered into. Your directorsalso place on record their deep sense of appreciation of the services of the staff and workers of theCompany, who have contributed for the administration of the Company’s affairs. We see no majorthreat in the coming year other than what was earlier.

Place : Vijayawada. For and on behalf of the Board of Directors

Date : 19-8-2014

Sd/- Sd/-

( P.Mastan Rao) (B.Krishna Murthy)

Chairman & Managing Director Director/C.F.O

Fixed Deposits:

The Company has not accepted any deposits from the public in terms of Section 58A of the CompaniesAct, 1956

Particulars of Employees:

It is to report that there are no employees drawing salary of Rs.2,00,000/- or more p.m. or Rs.24,00,000/- or more per year or part thereof.

Your directors also place on record their deep sense of appreciation of the services of the staff andworkers of the Company, who have contributed for the administration of the Company’s affairs.

Directors Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect toDirectors’ Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards read with requirementsset out under Schedule VI to the Companies Act, 1956, have been followed and there are nomaterial departure from the same;

ii) the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31, 2014 and profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a ‘going concern’ basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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23rd Annual Report

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOut Go:

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchangeearnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read withCompanies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are asfollows

a) Conservation of Energy

The company’s operations require low energy consumption. Adequate measures are taken toconserve energy whenever possible.

b) Technology absorption, Adoption and Innovation

There is no information to be furnished regarding Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources, which needs to be absorbed oradopted.

c) Foreign Exchange earnings and outgo: Nil

Corporate Governance:

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, aseparate section on Corporate Governance has been incorporated in the annual report for theinformation of shareholders. A certificate from the auditors of the Company regardingcompliance with the conditions of Corporate Governance as stipulated under Clause 49 alsoforms part of the annual report.

Acknowledgements:

Your Directors wish to place on record their gratitude to the Company’s shareholders, customers,vendors and bankers for their continued support to the company growth initiatives. YourDirectors also wish to place on record, their appreciation of the contribution made by employeesat all levels, who through their competence, sincerity, hard work, solidarity and dedicatedsupport, have enabled your Company to make rapid strides in its business initiatives YourDirectors also thank the Central and State Governments and their various agencies and otherGovernmental agencies for extending their support during the year, and look forward to theircontinued support.

On behalf of the Board of Directors

Managing Director Director

Place: Vijayawada. Sd/- Sd/-

Date: 19-8-2014 (P. Mastan Rao) (B. Krishna Murthy)

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23rd Annual Report

CORPORATE GOVERNANCE(Mandatory Requirements)

INTRODUCTION:The Securities and Exchange Board of India (SEBI) has introduced a Code of CorporateGovernance (Code) by way of amendment to the listing agreement with the Stock Exchanges.The Company has complied with the mandatory requirements of the Code.

Report on Corporate GovernanceIn terms of Compliance to Clause No. 49 of the Listing Agreement on Corporate Governance,your Company is complying with the guidelines. The report for current year is as follows:

(1) Company’s Philosophy:The Company’s policies, practices and philosophy adopted since inception are in linewith Corporate Governance. These policies, practices are required periodically to ensure itseffective compliance. The composition of Board of Directors is well balanced with a view tomanage the affairs of the Company efficiently and professionally and provide satisfaction toall stakeholders including customers, shareholders and employees.

(2) Board of Directors:The Composition of the Board of Directors of the company meets the stipulated requirements.

The Board of Directors comprises a Managing Director, executive director and nonexecutiveDirectors. The Board functions as a full Board or through Committees. The Board and theCommittees meet at regular intervals to discuss on areas of Policy formulation, evaluation ofperformance and control functions vest with Board, while the Committees oversee operationalissues

(l) Composition and Category of Directors as of March 31, 2014 is as follows:

(*) resigned w.e.f. 23.07.2013)(#) appointed as additional director in the Board Meeting held on 10.02.2014)Mention the details of the directors designation, appoint or resignation during the year.

No. Name Designation Category

1. Peram Mastan Rao Managing Director Promoter/Executive Director

2. Krishnamurthy Bandaru Director Promoter/Executive Director

3. Parandhamaiah Pinnamaneni Director PromoterNon- Executive Director

4. Vishnu Prasad Jasti Director Promoter/Non- Executive Director

5. Satyanarayana Sama Director Indepandent Non- Executive Director

6. Peram Srilakshmi # Additional Director Promoter /Non-Executive Director

7. Ramachandran Bandhuvula # Additional Director Independent /Non-Executive Director

8. K.L. Prasad * Director Non Promoter /Non-Executive Director

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23rd Annual Report

(ii) Particulars of Directorships of other Companies:

NAME OF DIRECTOR NAME OF COMPANY POSITION

P.Mastan rao Teknomin constructrion ltd Managing DirectorS.L.G.Agro Farms limted Director

P.Parandhamaiah Pinnamaneni Estates Pvt ltd Managing DirectorMaitreya Electricals pvt.ltd Chairman

P.Sri lakshmi S.L.G.Agro Farms limted Managing DirectorTeknomin constructrion ltd Director

Conduct of Board Proceedings

The day to day business is conducted by the executives of the Company under the directions ofManaging Director and Executive Directors and the supervision of the Board. The Boardholds periodical meetings every year to review and discuss the performance of the Company,its future plans, strategies and other pertinent issues relating to the Company.

The Board performs the following specific functions in addition to the oversight of the businessand the management.

• Review, monitor and approve major financial and business strategies and corporate actions• Assess critical risk facings the company and review options for their mitigation• Ensure that processes are in place for maintaining the integrity of

o the Company;o the financial statements;o compliance with laws;o relationship with customers, suppliers and other stakeholders;

• Delegation of appropriate authority to the committees / executive directors / senior executivesof the company for effective management of operations

Number of Board Meetings heldSix Board Meetings were held during the year 2013-2014. The intervening period betweentwo Board Meetings was well within the maximum gap of four months prescribed under Clause49 of Listing Agreement.

The details of the Board Meetings are as under:

No. Dates Board Strength No. of DirectorsPresent

1 23.04.2013 6 3

2 16.07.2013 6 4

3 27.08.2013 5 4

4 31.10.2013 5 4

5 07.01.2014 5 4

6 04.02.2014 7 5

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23rd Annual Report

Attendance of Directors at the Board Meetings, last Annual General Meeting (AGM) andnumber of other directorships and chairmanships / memberships of each Director in variouscompanies as on 31st March 2014 is as under:

( *) resigned w.e.f 23.07.2013)

(#) appointed as additional director in the Board Meeting held on 10.02.2014)

@ in accordance with Clause 49, Memberships / chairmanships of only the Audit Committeeand Shareholders’ / Investors Grievance Committees of all Public Limited Companies(excluding Teknomin Aqua Exports (India) Limited) have been considered.

• Apart from receiving sitting fee for attending meetings, the Independent Directors do nothave any material pecuniary relationships or transactions with the Company, its promoters,Directors, senior management or its holding company, subsidiaries and associates whichmay affect the independence of the Director.

• The Independent Directors are not related to the promoters or persons occupyingmanagement positions at the Board level or at one level below the Board.

• The Independent Directors have not been executives of the Company in the immediatelypreceding three financial years.

• They are not partners or executives or were not so during the preceding three years of the

-Statutory audit firm or the internal audit firm associated with the Company.

-Legal firm(s) and consulting firm(s) that have a material association with the Company.

• The Independent Directors are not material suppliers, service providers or customers orlessors or lessees of the Company, which may affect their independence.

• They are not the substantial shareholders of the Company i.e. do not own 2 per cent ormore of the block of voting shares.

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23rd Annual Report

CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members

Teknomin Aqua Exports (India) Limited

I have reviewed the records concerning the Company’s compliance of conditions of Corporate

Governance as stipulated in Clause 49 of the Listing Agreement entered into, by the 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 the Companyfor ensuring the compliance of the conditions of the Corporate Governance. It is neither anaudit 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 maintained bythe Company and furnished to me for the review, and the information and explanations givento me by the Company.

Based on such a review to the best of my information and according to the explanations givento me, in my opinion, the company has complied with the conditions of Corporate Governance,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 no investorgrievances 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.

Hanumaiah &Co

Chartered Accountants. Sd/-(K. Hanumaiah) Partner

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23rd Annual Report

Chief Executive OfficerOr

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 and that tothe best of their knowledge and belief :

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

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

b. There are, to the best of our knowledge and belief, no transactions entered into by thecompany during the year which are fraudulent, illegal or volatile of the company’s code ofconduct.

c. We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of internal control systems of thecompany pertaining to financial reporting and have disclosed to the auditors and the AuditCommittee, deficiencies in the design or operation of such internal controls, if any, ofwhich are aware and the steps have taken or propose to take to rectify 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 same have beendisclosed in the notes to the financial statements; and

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

For Teknomin Aqua Exports (India) Limited

Managing Director

Place: Vijayawada. Sd/-

Date: 19-08-2014 (P. Mastan Rao)

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23rd Annual Report

Details of Directors

Brief resume of all the Directors of the company are furnished hereunder:

Shri P.Mastan Rao, aged 69 years, is Chairman of the Company. He holds a Masters Degree-M Sc in Mining from Osmania University and First class Mine Managers certificate (UR) andmore than 40 yrs experience in Mining.

Shri P.Mastan Rao joined the Board of Directors of the Company with effect from 19th

December 1991.

Shri P.Mastan Rao is the Managing Director of the M/S Teknomin Construction ltd. He alsothe Director of M/S.S.L.G.Agro Farms Ltd.

Shri P.Mastan Raot holds 4,42,500 Equity Shares in the Company as on 31st March 2014

Shri B.Krishna Murthey aged 74 years, is Executive Director of our Company. He holds aOld SSC.

Shri B.krishna Murthy joined the Board of Directors of the Company with effect from 15th

May1992. and he is currently the Member of Audit Committee and Remuneration Committee& Chairman of Share trance committee.

Shri B.Krishna Murthey holds 20000 Equity Shares in the Company as on 31st March 2014

Shri P.Parndhamaiah, aged 59 years, is Non-Executive and Non-Independent Director ofour Company. M.Com.M.A.

Shri P.Parndhamaia joined the Board of Directors of the Company with effect from 19th

December 1991and he is currently the Chairman of the Audit Committee and Member ofRemuneration Committee.

Srri P.Parandhamaiah currently the Chairman of the M/S Maitreya Electricals Pvt.ltd and alsothe Managing Director of M/S Pinnamaneni Estates Pvt ltd.

Srri P.Parandhamaiah holds 150 Equity Shares in the Company as on 31st March 2014

Shri J.V.Prasad aged 71 years, is Non-Executive Director of our Company. He holds a B.tachDegree Holder.

Shri J.V.Prasad joined the Board of Directors of the Company with effect from 09 April 1993and he is currently the Member of Share Transfer Committee.

Shri J.V.Prasad holds 62500 Equity Shares in the Company as on 31st March 2014

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23rd Annual Report

Shri Sama Sathya Narayana aged 49 years, is Non-Executive and Independent Director ofour Company. He holds a M.com Degree Holder.

Shri Sama Sathya Narayana joined the Board of Directors of the Company with effect from15th May 1992 and he is currently the Chairman of the Remuneration Committee and Memberof Audit Committee and Share Transfer Committee.

Shri Sama Sathya Narayana does not hold any Equity Shares in the Company as on 31st

March 2014

Smt P. Srilakshmi, aged 53 years, is Non-Executive Director of our Company. She holds aMBA Degree.

Smt P. Srilakshmi joined the Board of Directors of the Company with effect from 10th February2014.

Smt P. Srilakshmi currently the Managing Director of the M/S.S.L.G.Agro Farms Ltd.. She isalso the Director of M/S Teknomin Construction ltd.

Smt P. Srilakshmi holds 169200 Equity Shares in the Company as on 31st March 2014

Shri B.Ramchandran, aged 69 years, is Independent Director of our Company. she is havingEducational Qualifications B.sc. from Andhra University,and B.E.Mining Engineering fromOsmania University.

Shri B.Ramchandran joined the Board of Directors of the Company with effect from 10th

February 2014.

Shri B.Ramchandran does not hold any Equity Shares in the Company as on 31st March 2014

Brief description to all directors of the company to be given

3. Committees of the Board

The Company has the following standing committees of the Board.

a. Audit Committee

Composition, Name of the Members and Chairman

In terms of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956,the Board of Directors of the Company has constituted an Audit Committee comprising ofThree Non-Executive and Independent Directors.

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23rd Annual Report

The Minutes of the meetings of the Audit Committee are circulated to all the members of the Boardalong with the Agenda.

Terms of reference of the Committee are as follows:

• Review the un-audited quarterly results and Annual accounts of the company

• Oversee the Company’s financial reporting process and the disclosure of its financial informationto ensure that the financial statements are correct and credible.

• Recommending the appointment and removal of external auditor, fixation of audit fee andalso approval for payment of any other services

• Reviewing with the management, the annual financial statements before submission to theBoard focusing primarily on:

(i) Any changes in accounting policies and practices

(ii) Major accounting entries based on exercise of judgment by the management

(iii) Qualifications in draft audit reports

(iv) Significant adjustments arising out of the audit

(v) The going concern assumption

(vi) Compliance with accounting standards

• Any related party transactions i.e. transactions of the company of material nature, with promotersor the management, their subsidiaries or relatives etc. that may have potential conflict with theinterests of the company at large

• Reviewing, with the management, the quarterly financial statements before submission to theboard for approval

• Reviewing the adequacy of internal audit function, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structurecoverage and frequency of internal audit

• Discussion with internal auditors any significant findings and follow-up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspicion of fraud or irregularity or failure of internal control systems of amaterial nature and reporting the matter to the board

• Discussion with external auditors before the audit commences, on the nature and scope ofaudit and also post- audit to ascertain any areas of concern

• Reviewing the company’s financial and risk management policies

• To look into and review the reasons for substantial defaults, if any, in payments to the depositors,debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

Attendance of the members at the Audit Committee Meetings:

During the current financial year 2013-2014 Four Audit Committee Meetings were held andthe details of the Audit Committee Meetings are as under:-

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23rd Annual Report

b. Remuneration Committee

The Remuneration Committee has been constituted to formulate and recommend to the Boardall elements of the remuneration package of the Managing Director and Executive Directors,including performance / achievement bonus and perquisites payable to the Whole TimeDirectors.

In terms of Clause 49 of the Listing Agreement, the Board of Directors of the Company hasconstituted this Committee comprising of all the Three Members being Non-Executive andOne being Independent Directors:

( *) resigned w.e.f 23.07.2013)(#) appointed as additional director in the Board Meeting held on 10.02.2014.

The Minutes of the meetings of the Remuneration Committee are circulated to all the membersof the Board along with the Agenda.

The terms of reference of the Remuneration Committee are as follows:

• The Remuneration Committee recommends to the board the compensation terms ofthe executive directors

• Framing and implementing on behalf of the Board and the shareholders, a credible andtransparent policy on remuneration of executive directors including ESOP, PensionRights and any compensation payment

• Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors

• Ensuring the remuneration policy is good enough to attract, retain and motivate directors

• Bringing about objectivity in fixing the remuneration package while striking a balancebetween the interest of the Company and the shareholders

As no director is taking any remuneration, the remuneration committee meetings were held4 times during the year.

Shares held by the Non-Executive Directors as on 31st March 2014 are as under:

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23rd Annual Report

c. Investor Grievance & Share Transfer Committee

This Committee comprises of the following members

No Special Resolutions were passed in the Annual General Meetings during the last 3 years.

The terms of reference of the Investor Grievance & Share Transfer Committee are as follows:

To allot the equity shares of the Company, and to supervise and ensure:

(i) Efficient transfer of shares; including review of cases for refusal of transfer /transmission of shares and debentures;

(ii) Redressal of shareholder and investor complaints like transfer of shares, non-receiptof balance sheet, non-receipt of declared dividends etc;

(iii) Issue of duplicate / split / consolidated share certificates;

(iv) Review of cases for refusal of transfer / transmission of shares and debentures;

(v) Reference to statutory and regulatory authorities regarding investor grievances;

(vi) And to otherwise ensure proper and timely attendance and redressal of investorqueries and grievances.

Shareholders complaints Status:

Opening Nil

Received During the Period 02

Resolved During the Period 02

Pending Nil

Name and designation of Compliance Officer: Mr. T. Venkata Rao.

4. General Body Meetings:

The details of date, location and time of the last three Annual General Meetings held areasunder:

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23rd Annual Report

5. Postal Ballot:

No Special Resolutions was passed through Postal Ballots during the Financial Year 2013-2014. None of the businesses proposed to be transacted in the ensuing Annual General Meetingrequire passing a special resolution through postal ballot.

6. DISCLOSURES;

a. Disclosures on materially significant related party transactions i.e. transactionsof the Company of material nature, with its Promoters, the Directors or themanagement, their relatives, or subsidiaries etc., that may have potential conflictwith the interest of the Company at large

The disclosures with regard to transactions with related parties are given in the Notes to theAccounts of the audited financial statements for the year ended 31st March 2014. Thesetransactions are not in conflict with the interest of the Company.

b. Disclosure of Accounting Treatment

The financial statements are prepared on accrual basis of accounting and in accordance withIndian GAAP and as per the provisions of the Companies Act, 1956 (the Act) and comply withmaterial aspects with the accounting standards notified in Section 211 (3C) of the Act readwith the Companies (Accounting Standard) Rules, 2006

c. Board Disclosures

I. Risk Management

Currently, the Company’s risk management approach comprises of the following:

• Governance of Risk

• Identification of Risk

• Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing andworking in mitigating them through co-ordination among the various departments. Insurancecoverage and personal accident coverage for lives of all employees are also being taken.

Your company put in place the risk management framework, which helps to identify variousrisks cutting across its business lines. The risks are identified and are discussed by therepresentatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on riskmanagement. The Board and the Audit Committee provides oversight and review the riskmanagement policy periodically.

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II. Internal Control System

Your company has in place adequate systems of internal control commensurate with its sizeand the nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational information, complyingwith applicable statutes, safeguarding assets from unauthorized use or losses, executingtransactions with proper authorization and ensuring compliance of internal policies. TheCompany has a well-defined delegation of power and defined limits for approving revenue aswell as capital expenditure. Processes for formulating and reviewing annual and long termbusiness plans have been laid down to ensure adequacy of the control system, adherence to themanagement instructions and legal compliances.

d. Code of Conduct

The Board has laid down a Code of Conduct covering the ethical requirements to be compliedwith covering all the Board Members and Senior Management Personnel of the company. Anaffirmation of compliance with the code is received from them on an annual basis

e. CEO / CFO Certification

The CEO / CFO Certification on the financial statements and internal control are separatelyannexed.

7. Compliance with Non-mandatory requirements

a. Non-Executive Chairman’s Office: The Company doesn’t maintain any office of theNon-executive chairman and any expenditure incurred by him in performance of hisduties will be reimbursed by the Company.

b. Tenure of Independent Directors: In terms of the Governance Policy of the Company,all Directors including Independent Directors except Managing Director are appointed/ re-appointed for a period of three to five years or a shorter duration in accordancewith retirement guidelines as determined by the Board from time to time. No maximumtenure for Independent Directors has been specifically determined by the Board.

c. Remuneration Committee: The Company has a Remuneration Committee under thenomenclature “Remuneration Committee”, the details of which are provided in thisReport under the section “Committees of Board – Remuneration Committee”

d. Shareholders Rights: The Quarterly, half-yearly and annual financial results of theCompany are published in newspapers on all India basis and complete set of annualreport is sent to every Shareholder of the Company

e. Audit Qualifications: During the financial year 2013-2014, there are no auditqualifications in the Company’s financial statements.

f. Training of Board Members: Strategic supervision of the Company is theresponsibility of the Board. To achieve this, the Board undertakes periodic review ofvarious matters including business-wise performance and related matters, riskmanagement, borrowings, internal & external audit findings etc., Directors are alsobriefed on changes / developments in the domestic / global corporate and industryscenario including those pertaining to statutes / legislation and economic development.

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g. Mechanism for evaluation of Non-Executive Directors: The role of the Board ofDirectors is to provide direction and exercise control to ensure that the Company ismanaged in a manner that fulfils stakeholders’ aspirations and societal expectations.The Board has not evolved any method/mechanism for appointment of non-executivedirectors.

h. Whistle Blower Policy: The Company encourages open door policy where everyemployee have access to the Head of the Business / Department, employees are free toreport existing / probable violation of laws, regulations or unethical conduct in theorganization.

8. Means of Communication

SEBI Complaints Redressal System (SCORES)

SEBI has initiated SCORES for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints. The company is incompliance with the SCORES and redressed the shareholders complaints well within thestipulated time.

BSE Corporate Compliance & Listing Centre

BSE has announced the launch of its online portal-BSE Corporate Compliance & Listing centerfor submission of various filings by listed companies with BSE, with effect from February 8,2013.

The portal http://listing.bseindia.com is designed to make corporate filings easy, convenientand environment friendly for listed companies. Your company is registered with the portal andall the necessary filings are being done through this module developed by BSE

9. Dividend Payment date: Not Applicable

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23rd Annual Report

10. General Shareholders InformationAnnual General Meeting : 23rd Annual General Meeting, Monday the 22nd

September 2014

Time : 10.00 AM

Venue : Hotel Swarna Palace, near old bus stand,Governorpet, Vijaywada-520002.

Financial Year : 1st April 2013 to 31st March 2014

Book closure dates : 17th September 2014 to 21st September, 2014(both days inclusive)

I. Financial Calendar for the year 2014-2015

Financial Reporting for the

first quarter ended 30th June 2014 on or before 14th August 2014

Financial Reporting for the

Second quarter / half-year ended

30th September 2014 on or before 14th November 2014

Financial Reporting for the

third quarter / nine months ended

31st December 2014 on or before 14th February 2015

Financial Reporting for the

fourth quarter / year ended

31st March 2015 on or before 30th May 2015

II. Listing on Stock Exchanges:

BSE Limited (BSE)

1st Floor, New Trading Ring,

Rotunda Building, P J Towers,

Dalal Street, Fort,

Mumbai – 400001

Tel: +91 22 2272 1233 / 34

Fax:+91 22 2272 2037 / 39 / 41 / 61

Bombay stock exchange Ref No-DCS/ COMP/TO/TB/252/2010-11 Dated14-09-2011 Payment of Re-Instalament feeof Rs 12.50 Laks Plus Service tax @ 12.36% Pending

The listing fees payable to BSE for 2013-14 have been paid in full.

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23rd Annual Report

III. Script Code / Symbol:526065

a. Stock Exchanges

Bombay Stock Exchange Limited :

b. Corporate Identity Number (CIN): L05005AP1991PLC013579

IV. Registrar & Share Transfer Agents: Teknomin aqua exports(i)limited, 29-36-20, samratcomplex, museum road,Governorpet,

Vijayawada-520 002.

V. Share Transfer System:

The Physical shares transfers are processed and the share certificates are returned tothe within a maximum period of one month from the date of receipt, subject to thedocuments being valid and complete in all respects.

Any transferee who wishes to demat the shares may approach a Depository participantalong with a duly filled Demat Request Form, who shall, on the basis of the ShareCertificate, generate a demat request and send the same to the Registrar and SharesTransfer Agents (RTA). On receipt, the Depository Registrar confirms the request.

All requests for Dematerialization of shares are processed and the confirmation isgiven to the respective Depositories i.e., National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) within 21 days of receipt.

VI. Pattern of Shareholding as on 31st March 2014

DECLARATION

As provided under Clause 49 of Listing Agreement with the Stock Exchanges, the Board ofDirectors and the Senior Management Personnel have confirmed compliance with the Code ofConduct and Ethics for Board Members and senior management personnel in respect of theFinancial Year ended 31st March 2014.

For Teknomin Aqua Exports (India) Limited

Managing Director

Place: Vijayawada. Sd/-

Date: 19-8-2014 (P. Mastan Rao)

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23rd 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, 2014,the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto.These financial statements are the responsibility of the company’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclo-sures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) order, 2003 issued by the Central Government of India in terms ofsub-section (4A) of section 227 of the Companies Act, 1956, vide Notification No.G.S.R.480 (E) dated June 12,2003, We enclose in 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 werenecessary for the purpose of our audit;

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt 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, 2014, and taken on recordby the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014, frombeing appointed as a director 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 saidaccounts give the information required by the Companies Act, 1956, in the manner so required and give a trueand fair view in conformity with 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, 2014;

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)

Partner

Palce : Vijayawada

Date : 19-8-2014

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23rd Annual Report

ANNEXURE TO THE REPORT OF THE AUDITORS

M/s.teknomin aqua exports (India) limitedReferred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative detailsand situation of fixed assets.

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

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

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

2.2 In our opinion, the procedures of physical verification of inventory followed by the managementreasonable and adequate 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 bookrecords in so far as appears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted anyloans secured or usecured to companies, firms or other parties to be listed in the Register to bemaintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses4(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 adequateinternal control system commensurate with the size of the Company and the nature of its business,for the to purchase of inventory and fixed assets and for the sale of goods and services. During thecourse of our audit, we have not observed any continuing failure to correct major weaknesses ininternal controls system.

05. According to the information and explanations given to us, we are of the opinion that the companyhas not purchased any goods, materials and had not sold goods, materials and services in pursuanceof contracts or arrangements to be entered in the register to be maintained U/S 301 of the Compa-nies 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 thebooks of accounts, the Company has not accepted deposits within the meaning Section 58A, 58AAor any other relevant provisions of the Companies Act, 1956. Hence compliance of provisions ofSection 58A, 58AA or any other relevant provisions of the Companies Act, 1956 does not arise.

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

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

9.1 According to the books and records examined by us and the information and explanations given tous, the company is regular in depositing with appropriate authorities the undisputed statutory duespayable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise dutywhich have remained outstanding as at 31st March, 2014 for a period exceeding six months fromthe date they became payable.

9.2 According to the books and records examined by us and the information and explanations given tous, there were no disputed amounts which are not deposited payable in respect of Income-tax,Wealth-tax, Sales-tax, Services-tax, customs duty and excise duty which have remained outstand-ing as at 31st March, 2014 for a period exceeding six months from the date they became payable,except the following as per detials given below:

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23rd Annual Report

10. The company has been incorporated for a period exceeding five years. As per the financialstatements, the accumulated losses at the end of the year as 31.03.2014, are 502.33 Lacswhich accounts 90.18% of its net worth and the company has not incurred any cash lossesduring the financial years 2013-2014.

11. According to the books and accounts examined by us and the information and explanationsgiven to us the Company has cleared all the dues with the Bank as such the Questionofdefaults does not arise.

12. According to the books and accounts examined by us and the information and explanationsgiven to us, the Company has not granted any loans and advances against security by waypledge of shares, debentures and other securities.

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

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

15 Accoding to the information and explanations given to us, the company has not given anyguarantee for loans taken by others from bank or financial institutions.

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

S.No. Case No. Stage

Appeal filed before Honourable High Court of AndhraPradesh, Hyderabad.

Dues paid as per stay order granted & Appeal filedpending High Court ofAndhra Pradesh, Hyderabad forrecovery

Appeal field before CESTAT, Bangolore & Stay Granted

Case is in pending before High Court ofKerala, Ernakulam.

Pending

01. 12013/19/2004 ADJ/AC Dt.09.07.2004Penalty imposed Rs.2.00 lacs by theDev. Commissioner, VSEZ, VSP.

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

03. Appeal No. E/Mise 27/07, Dated : 9-5-2007field before CESTAT, Banglore on the ordersissued by commissioner of appeals, Guntur onthe tax imposed of Rs. 190 lacs notices of Asll.Commissioner - C.E, Nellore.

04. Appeal No. 21/2003, Dated : 18-12-2003in the matter of Buy-back of MPEDACapital Investment of Rs. 16 lacsas per financial agreementdt : 31-3-1993

05. Bombay stock exchange Ref No-DCS/COMP/TO/TB/252/2010-11 Dated14-09-2011 Payment of Re-Instalament feeof Rs 12.50 Laks Plus Service tax @ 12.36%

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23rd Annual Report

17. According to the information and explanations given to us, and books and records exam-ined 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 exam-ined by us, no preferential allotment of shares 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 issueddebentures during the period under audit. Accordingly, the provisions of clause 4(xix) ofthe Order, is not applicable.

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

21. During the course of our examination of the accounts of the Company in accordance withgenerally accepted auditing practices, we have not come across any instances of frauds onor by the Company, nor we have been informed by the management, of any such instancebeing the noticed or reported during the year.

for HANUMAIAH& Co.,

Chartered Accountants,

Sd/-

(K.HANUMAIAH)

Partner

Place : Vijayawada

Date : 19-8-2014

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23rd Annual Report

Date : 19-08-2014

Sd/- Sd/- Sd/-

30

23rd Annual Report

Date : 19-08-2014

Sd/- Sd/- Sd/-

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23rd Annual Report

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23rd Annual Report

NOTE II :

NOTES TO THE ACCOUNTS FORMING PART OF BALANCE SHEET

AND 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 as capitalwork-in-progress.

2. In the matter of compliance with the Accounting Standard "AS-22, Accounting for Taxes on Income"issued by the Institute of Chartered Accountants of India (ICAI), it is to state that since the Companyhas unabsorbed losses to the tune of Rs. 457.12lacs and further it is incurring continuous losses, thereis very much uncertain in availability of future taxable income against which the deferred tax assetscan be realised. As such the provision for deferred tax assets is not made.

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

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

5. Contingent Liability:

6. Expenditure in Foreign Currency: - Nil -

7. Capital committments as on 31-03-2014: - Ni l -

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

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

S.No. Case No. Stage

Appeal filed before Honourable High Court of AndhraPradesh, Hyderabad.

Dues paid as per stay order granted & Appeal filedpending High Court ofAndhra Pradesh, Hyderabad forrecovery

Appeal field before CESTAT, Bangolore & Stay Granted

Case is in pending before High Court ofKerala, Ernakulam.

Pending

01. 12013/19/2004 ADJ/AC Dt.09.07.2004Penalty imposed Rs.2.00 lacs by theDev. Commissioner, VSEZ, VSP.

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

03. Appeal No. E/Mise 27/07, Dated : 9-5-2007field before CESTAT, Banglore on the ordersissued by commissioner of appeals, Guntur onthe tax imposed of Rs. 190 lacs notices of Asll.Commissioner - C.E, Nellore.

04. Appeal No. 21/2003, Dated : 18-12-2003in the matter of Buy-back of MPEDACapital Investment of Rs. 16 lacsas per financial agreementdt : 31-3-1993

05. Bombay stock exchange Ref No-DCS/COMP/TO/TB/252/2010-11 Dated14-09-2011 Payment of Re-Instalament feeof Rs 12.50 Laks Plus Service tax @ 12.36%

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23rd Annual Report

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

Particulars Current Year Previous Year

2013-2014 2012-2013

1. Audit Fees 25,000/- 20,000/-

2. Consultation Charges ------ 3,500/-

11.Paises are rounded off to nearest Rupee.

12.Figures were re-grouped wherever necessary.

13.Confirmation of balances are not obtained for sundry debtors, creditors and advancesmade.

Signatures to Schedules 1 to 12

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

Chartered Accountants,

Sd/- Sd/- Sd/-

(K.HANUMAIAH) (B.Krishna Murthy) (P.MASTAN RAO)

Partner Director & C.F.O Chairman /Managin Director

Place : Vijayawada

Date : 19-08-2014.

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23rd Annual Report

Date : 19-08-2014

Sd/-

38

23rd Annual Report

Date : 19-08-2014

Sd/-

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23rd Annual Report

Teknomin aqua exports (India) limitedR.O: 29-36-20, SAMARAT COMPLEX, MUSEUM ROAD, GOVERNORPET, VIJAYAWADA-520 002.

PROXY FORM Folio No:

I/We ....................................................resident of .........................................................being amember/members of the above named Company hereby appoint..................................residentof ........……………………. as my/our proxy to vote for me/us on my/our behalf at the ——— ————— General Meeting of the Company to be held at ——— A.M. on ———————, the ——— day of ———— 2014 and at any adjournment thereof.

Signed this .......................day of ..............................., 2014 Signature............................................................................

Note: 1. A Proxy need not be a Member of the Company. 2. This form in order to be effective should be duly stamped and signed and must be deposited at the Registered Office of the Company not less than 48 hours before the meeting.

Teknomin aqua exports (India) limitedR.O: 29-36-20, SAMARAT COMPLEX, MUSEUMROAD,

GOVERNORPET, VIJAYAWADA-520 002.

ATTENDANCE SLIP

Folio No.

I hereby record my presence at the ———- ————————- General Meeting of

the Company held on ———————, the —— day of —————, 2014 at ——— A.M.

at ______ of the company at —————————————————————————

———————————-

____________________ _____________________Member’s/Proxy’s name in block letters Member’s/Proxy’s signature

NOTE: Please fill in this attendance slip and hand it over at the ENTRANCE OF THEMEETING PLACE.

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