1

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

MUSEUM ROAD,GOVERNORPET,VIJAYAWADA-520 002.

21st Annual Report2011-2012

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BOARD OF DIRECTORS

P.MASTAN RAO Chairman/Managing DirectorB.KRISHNA MURTHY Director - operationsJ.VISHNU PRASADA RAO DirectorP.PARAMDHAMAIAH DirectorK.L.PRASAD DirectorS.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 AGENTS

M/s.Teknomin Aqua Exports (I) Limited 29-36-20,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 : 29st September. 2012 Notice 02Time : 10-00AM Directors' Report 03Day : Satarday Report on Corporate Governance 04Venue : Hotel Swarna place Auditors' Report 08

Near old bus stand, Balance Sheet 12Governorpet, Profit & Loss Account 13Vijayawada - 520 002. Schedules to the Accounts 14Andhra Pradesh Balance Sheet Abstract 22

Cash Flow Statement 24

teknomin aqua exports (India) limited

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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 23-09-2011 to 28-09-2012.

2. A member entitled to attend and vote, is en-titled to appoint a proxy to attend and voteinstead of himself and the proxy need not be amember.

3. The Instrument appointing a proxy shouldhowever be deposited at the Registered Officeof the Company not less than forty eight hoursbefore the commencement of the Meeting.

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 informationabout Accounts to be explained in the Meet-ing are requested to inform the Companyatleast 7 days in advance of the Annual Gen-eral 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 : 05-09-2012

21st Annual Report

NOTICE TO THE SHARE HOLDERS

Notice is hereby given that the 21st Annual Gen-eral Meeting of the Company will be held at HotelSwarna place, Governorpet, Vijayawada - 520 002at10.00AM on 29th September, 2012 to transactthe following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the profit andLoss Account for the year ended 31st March,2012 and the Balance Sheet as on that date,the Auditors’ report and the Directors’ Reportthereon.

2. To appoint director in place of Sri S.Sathyanarayana who retires by rotation and beingeligible offers 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.

By order of the Board

sd/-(P.MASTAN RAO)

Chairman/Managing DirectorPlace : VijayawadaDate : 05-09-2012

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DIRECTORS' REPORT

21st Annual Report

Dear Members,

Your Directors have pleasure in submitting the 20thBalance Sheet and Profit & Loss a/c of your Companytogether with the 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

31-03-12 31-03-11

01. Sales 3.00 31.00

02. Other Income ------ 62.14

03. Total Expenditure 30.59 20.51

04. Net Profit/(Loss) (-)27.60 61.80

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 S.Sathya narayanaretire by rotation in this meeting in pursuance ofArticle 105 of the Articles of Association and beingeligible offer themselves for re-appointment. TheBoard recommends their-appointment of these Di-rectors.

3. AUDITORS:

M/s.HANUMAIAH & Co., Chartered Accountants,statutory auditors of the Company will retire at theconclusion of the Annual General Meeting and arebeing eligible and offer themselves for re-appoint-ment.

4. EMPLOYEES:

It is to report that U/S217 (2A) of the CompaniesAct, 1956 that there are no employees drawingsalary of Rs.2,00,000/- or more p.m. orRs.24,00,000/- or more per year or part there of.

Your directors also place on record their deep senseof appreciation of the services of the staff and work-ers of the Company, who have contributed for theadministration of the Company’s affairs.

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

Particulars U/S 217(1)(e) of the Companies Act,1956 and the Companies (Disclosure of particularsin the report of Board of Directors) Rules, 1988 aregiven below:

(a) Conservation of Energy:

The Company is making all efforts for conservationof energy.

(b) Technology Absorption:

The hatchery with 60 Million Shrimp Seed capacityis being operated under the Technical advice ofMr.Suresh jhoshi an experience technician in thisline.

(c) Foreign Exchange Earnings & Outgoings:

(Rs.in Lakhs)

Particulars For the For theYear Year

2011-12 2010-11

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 Cor-porate Governance and believes that the initiativeson Corporate Governance will assist the Manage-ment in the efficient conduct of the business and inmeeting its obligation to all its shareholders.

A report on Corporate Governance and a certificatefrom the Auditors of the Company regarding com-pliance of conditions of Corporate Governance asrequired under Clause 49 of the Listing Agreement isattached to this report.

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COMPLIANCE CERTIFICATE ONCORPORATE GOVERNANCE

ToThe Members ofTeknomin Aqua Exports (India) Limited

We have examined the compliance of conditions of cor-porate governance by Teknomin Aqua Exports (India)Limited, for the year ended on 31st March, 2012, asstipulated in Clause 49 of the Listing Agreement of thesaid Company with Stock Exchange(s).

The Compliance of conditions of Corporate Governanceis the responsibility of the management. Our examina-tion was limited to procedures and implementationthereof, adopted by the Company for ensuring the com-pliance of the condition of the Corporate Governance.It is neither an audit nor an expression of opinion onthe financial statements of the Company.

In our opinion and to the best of our information andaccording to the explanations given to us, we certifythat the Company has complied with the conditions ofCorporate Governance as stipulated in the above men-tioned Listing Agreement.

We state that no investor grievance is pending for aperiod exceeding one month against the Company as perthe records maintained by the Shareholders/InvestorGrievance Committee.

We further state that such compliance is neither anassurance as to the future viability of the Company northe efficiency or effectiveness with which the manage-ment has conducted the affairs of the Company.

for HANUMAIAH & Co.,Chartered Accountants,

sd/-(K.HANUMAIAH)

PartnerPlace : Vijayawada

Date : 05-09-2012

REPORT ON CORPORATE GOVERNANCEMANDATORY REQUIREMENTS

Company’s philosophy on Code of Governance:

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

21stAnnual Report

07. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under the Companies Act, 1956, yourDirectors wish to state:

(a) That in the preparation of Annual Accounts, theapplicable accounting standards had been followedalong with proper explanation relating to materialdepartures;

(b) That the they have selected such accounting poli-cies and applied them consistently and made judge-ments and estimates that were reasonable and pru-dent so as to give a true and fair view of the state ofaffairs of the company at the end of the financialyear and of the profit or loss of the Company for theyear under review;

(c) That they have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the CompaniesAct, 1956 for safeguarding assets of the Companyand for preventing and detecting fraud and otherirregularities; and

(d) That they have prepared the accounts for the yearended 31st March, 2012 on a ‘going concern’ basis.

08. ACKNOWLEDGEMENT:

Your Directors are thankful to the Financial Institu-tions and Bankers for their continued support duringthe year under review and acknowledge with grati-tude the help extended by the Central Governmentand the Government of Andhra Pradesh. Your Di-rectors are equally grateful to the customers, suppli-ers and to you for the confidence reposed and thevaluable support extended.

We further express our sincere thanks to MPEDA.

By order of the Board

sd/-(P.Mastan Rao)

Chairman/Managing DirectorPlace : VijayawadaDate : 05-09-2012.

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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,MrP.Paramdamaiah , Director. The committee alongwith the statutory Auditors the invites tothe meeting.The Terms of reference of this Committee are wideenough covering matters specified for Audit Committeeunder the Listing Agreements.

Meeting and attendance during the yearThere were three meetings of the Audit Committeeduring the financial year 2011-2012 and the attendanceof each member of the Committee is give below:

Name of the Director No.of % of totalMeeting Meeting

Attended Attended

P.Paramdamaiah 5 100%B.Krishna Murthy 5 100%

Remuneration to the Director.It is to state that the Company has not paid anyremuneration or sitting fee to the executive or non-executive Directors during the year.

Investors/Shareholders Grievance Committee

The Company has formed an Investors/ShareholdersGrievance Committee under the Chairmanship ofMr.P.Mastan Rao. The other two members of the Com-mittee are Mr.B.Krishna Murthy & Mr.P.Paramdhamaiah.One member of the Committee is Non-executive Di-rector. The Committee shall look into the shareholder’sand investor’s complaints. Most of the complaintsreceived from the Shareholders have been resolved. Thenumber of shares pending for transfer were Nil as on31st March, 2012.

General Body MeetingsDetails of the location of the past three AGMs and thedetails of the resolutions passed or to be passed by PostalBallot.

a) The last 3 Annual General Meetings of the Com-pany were held at the Hotel Swarna place,Governorpet, Vijayawada. All meetings commencedat 10.00 A.M. The share holders passed all the reso-lutions set out in the respective Notices.

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

21stAnnual Report

Board of Directors:

Composition: The present strength of the Board is SixDirectors. 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 Meet-ings and the 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 83/% -Yes -ManagingDirector

B.Krishna Murthy Director 5 100% - Yes -

P.Paramdhamaiah Director 5 100% - Yes -

K.L.Prasad Director 5 100% - Yes -

S.Satyanarayana Director 3 67% yes-

J.V.Prasada Rao Director 4 83% - Yes -

Number of other companies or committees the Director(being a directors as on the date of the Directors’ Re-port) is a Director/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 —

K.L.Prasad 2 —

P.Paramdhamaiah 2 —

B.Krishna Murthy — —

S.Satyanarayana — —

J.V.Prasada Rao — —

Number of Board Meetings held and the dates ofthe Board Meetings

Four Board Meetings were held during the year 2011-12on the dates mentioned below:

<> 09-04-2011 <> 31-10-2011<> 30-07-2011 <> 07-01-2012<> 18-08-2011

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

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2) Financial Calender

Results for the First quarter (April-June) last weekof July

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

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

Annual Results (April-March) last week of May

3) Date of Book Closure

23rd September ,2012 to 28th September , 2012

4) Dividend payment dates - Nil -

5) Listing on Stock Exchanges

The Stock Exchange Mumbai

The Listing Fees for the year 2012-2013 has beenpaid

6) Stock code - COBSE:526065.

ISIN Number for NSDL & CDSL - Nil -

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

8) Stock Performance in comparison to broad-basedindices 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 normallymeets twice in a month or more depending on thevolume of transfers

11) Distribution of Shareholding and Share holding pat-tern as on 31.03.2012

As per Annexure-’B’

21st Annual Report

Notes on Directors seeking appointment\re-appointment

Sri.S.Sathyanarayana is a Director of theCompany from its begining.

Disclosures

Disclosures on materially siginificant related transactionsi.e., transactions of the company of a material nature,with its promoters, the Directors or the Management,their subsdiaries or relatives etc., that may have poten-tial conflict with the interests 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 Exchangesor SEBI or any statutory or any matter related to capitalmarkets during the last three years.

2) None in last three years.

Means of Communication

3) Half-yearly report sent to the household of eachshare holder

No, as the results of the Company are widely pub-lished in the newspapers

4) Quarterly results

Yes, as the results of the Company are widely pub-lished in the newspapers

5) Any website where displayed - Yes-

6) Whether it is also displayed in official news papers- Yes -

7) Presentations made to institutional investors or toanalysts - No -

8) Newspapers in which results are normally publishedin

i) The Hinduii) Visalandhra

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

General Shareholder information

1) Annual General Meeting

Date : 29th September, 2012Time : 10.00AMVenue : Hotel Swarna placea,Near old Busstand,

Governorpet, Vijayawada.

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As the Company’s half-yearly results are widely pub-lished in English and Telugu newspapers, the sameare not 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 Financialyear 2011-2012 - Nil -

18) Annexure-‘B’

The Distribution of shareholding as on 31st March, 2012

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

Up to 500 16753 93.76% 2617900 46.87% 501-1000 635 3..51% 527600 9.45% 1001-2000 239 1..34% 362950 6.50% 2001-3000 74 0.41% 193500 3.46%

3001-4000 19 0.11% 68400 1.22%4001-5000 61 0..34% 302300 5.41%

5001- 10000 43 0..24% 350400 6..27%10001and above 44 0..25% 1161950 20.80%

Grand Total 17868 100.00% 5585000 100.00%

No.of 17868 100.00% 5585000 100.00%Shareholders

in Physical Mode

No.of — — — —Shareholders in

Electronic Mode

Shareholding Patten as on 31st March, 2012

Category No.of No.of %Shareholders Shares

Promoters 50 726050 13.00Foreign Collaborators - Nil - - Nil - - Nil -UTI - Nil - - Nil - - Nil -FIIs / NRIs 329 376050 6.73%Mutual Funds - Nil - - Nil - - Nil -Domestic Companies 26 199100 3.56%Resident Individuals 17463 4283800 76.70

for HANUMAIAH & Co.,Chartered Accountants,

sd/-(K.HANUMAIAH)

PartnerPlace :

21st Annual Report

12) Dematerialisation of shares and liquidity - Nil -

13) Outstanding GDRs \ ADRs \ Warrants or anyconvertable instruments conversion date and likelyimpact

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 cor-respondence

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 ofthe Board is entitled to maintain a Chairman’s officeat the Company’s expense and also allowed reim-bursement of expenses incurred in the performanceof his duties

Yes. The Company has the Chairman’s Office at theRegistered office

b) Remuneration Committee

The Company has not yet set up a RemunerationCommittee

c) Shareholder Right

The half-yearly declaration of financial performanceincluding a summary of the significant events in lastsix months should be sent to the household of eachshareholder

Vijayawada.Date : 05-09-2012

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AUDITORS' REPORT ON FINANCIAL STATEMENTS

T o

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, 2012,the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of the company’s management. Our responsibility is to express an opinionon these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require thatwe 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 disclosuresin the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statement presentation. We believe that our auditprovides 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 appears fromour 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, 2012, and taken on recordby the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012, from beingappointed 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 said accountsgive the information required by the Companies Act, 1956, in the manner so required and give a true and fair viewin 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, 2012;

ii) in the case of the Profit and Loss Accounts, of the Profit 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

21st Annual Report

Palce : VijayawadaDate : 05-09-2012.

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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 situationof fixed assets.

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

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

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

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable andadequate 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 inso 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 any loans securedor usecured to companies, firms or other parties to be listed in the Register to be maintained under section 301of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are notapplicable.

04. In our opinion and according to the information and explanations given to us, there are adequate internal controlsystem commensurate with the size of the Company and the nature of its business, for the to purchase ofinventory and fixed assets and for the sale of goods and services. During the course of our audit, we have notobserved any continuing failure to 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 notpurchased any goods, materials and had not sold goods, materials and services in pursuance of contracts orarrangements to be entered in the register to be maintained U/S 301 of the Companies Act, 1956. Accordinglyclause 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 ofaccounts, the Company has not accepted deposits within the meaning Section 58A, 58AA or any other relevantprovisions of the Companies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any otherrelevant 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 and nature of itsBusiness.

08. We have been informed by the Company that the Central Government had not prescribed any cost recordsU/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, thecompany is regular in depositing with appropriate authorities the undisputed statutory dues payable in respect ofIncome-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstandingas at 31st March, 2012 for a period 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 wereno 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 outstanding as at 31st March, 2012 for a periodexceeding six months from the date they became payable, except the following as per detials given below:

21st Annual Report

12

10. The company has been incorporated for a perid exceeding five years. As per the financial statements, the accumulatedlosses at the end of the year as 31.03.2012, are 84.56% of its net worth and the company has incurred cash losses duringthe financial years 2011-12.

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 to us,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,debentures and 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 byothers from bank or financial institutions.

16. According to the books and records examined by us, and information and explations given to us, the company has notobtained any term loans during the year.

21st Annual Report

Appeal pending High Court ofAndhra Pradesh,Hyderabad for recovery. & Stey granted,s

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

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

Pending

01. C/Appeal No. 212/2000 Dt.05.07.2000 A p -peal 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,Banglore on the orders issued by commissioner ofappeals, Guntur on the tax imposed of Rs. 190 lacsnotices of Asll. Commissioner - C.E, Nellore.

03. Appeal No. 21/2003, Dated : 18-12-2003 in thematter of Buy-back of MPEDA Capital Invest-ment of Rs. 16 lacs as per financial agreement dt :31-3-1993,Ref:no-3/07/2012 A1-Ho Regd-Letterdt 23-07-2012. for one 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 @10.3%In farour of Bombay stock exchange LtdBy the Company.

SNO Case Stage

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21stAnnual Report

17. According to the information and explanations given to us, and books and records examined by us, no funds raised onshort-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 preferentialallotment of shares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the Order, is notapplicable.

19. According to the information and explanations given to us, the company has not issued debentures during the periodunder audit. 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, theprovisions 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 with generally accepted auditingpractices, we have not come across any instances of frauds on or by the Company, nor we have been informed by themanagement, of any such instance being the noticed or reported during the year.

for HANUMAIAH& Co.,

Chartered Accountants,

Sd/-

(K.HANUMAIAH)

Partner

Place : VijayawadaDate : 05.09-2012

14

PARTICULARS NOTE NO 31.03.2012 31.03.2011

A. EQUITY AND LIABILITIES :

01. SHAREHOLDERS FUNDS :- Share Capital 1 55,700,500.00 55,700,500.00- Reserves & Surplus (48,471,433.82) (45,711,564.82)

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 1,296,825.00- Other Current liabilities 2,517,338.50 1,892,339.27- Short Term provisions 170,400.00 250,400.00

TOTAL 21,315,641.57 23,541,511.34

BALANCE SHEET AS AT 31.03.2012

B. ASSETS :

01. NON CURRENT ASSETS 5- Fixed Assets- Tangible Assets 13,898,382.12 14,788,641.13- Capital Work-in-progress 6,296,064.60 6,296,064.60- Non Current Investments 157,184.00 135,360.00- Other Non Current Investments 859,182.04 1,145,575.04

02. CURRENT ASSETS 6- Cash and cash equivalents 104,828.80 1,175,870.57

TOTAL 21,315,641.57 23,541,511.34

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 : 05-09-2012

21st Annual Report

sd/- sd/- sd/-

15

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2012PARTICULARS NOTE NO 31.03.2012 31.03.2011

01. INCOME :- Revenue from operations 0.00 0.00

- Other Income 7 300,000.00 9,314,688.00

TOTAL REVENUE 300,000.00 9,314,688.00

02. EXPENDITURE :- Employees benefit expenses 8 335,220.00 302,037.00- Depreciation and amoritixation expenses 921,534.00 1,083,116.00- Other Expenses 9 1,803,115.00 1,749,949.00

TOTAL EXPENSES 3,059,869.00 3,135,102.00

03. PROFIT/(LOSS) BEFORE TAX (2,759,869.00) 6,179,586.00

04. PROVISION FOR TAX 0.00 0.00

05. PROFIT/(LOSS) FOR THE YEAR (2,759,869.00) 6,179,586.00

06. EARNINGS PER EQUITY SHARE :(1) BASIC -NILL- 1.11(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 : 05-09-2012

21st Annual Report

sd/- sd/- sd/-

16

NOTES FORMING PART OF FINANCIAL STATEMENTSPARTICULARS 31-03-2012 31-03-2011

NOTE: 1

01. SHARE CAPITAL :- AUTHORISED CAPITAL :- 6000000 EQUITY SHARES OF Rs.10/- EACH 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 (45,711,564.82) (51,891,150.82)- Add : (Profit) / Loss for the year (2,759,869.00) 6,179,586.00

TOTAL (48,471,433.82) (45,711,564.82)

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 PayablesCreditors for Expenses 1,285,825.00 1,296,825.00

TOTAL 1,285,825.00 1,296,825.00

02. Other Current liabilitiessOther Liabilities 2,517,338.50 1,892,339.27

TOTAL 2,517,338.50 1,892,339.27

03. Short Term Provisions- Audit Fee Payable 20,000.00 45,000.00- Secretary Consultancy Charges Payable 5,400.00 5,400.00- Salaries & Wages Payable 145,000.00 200,000.00

TOTAL 170,400.00 250,400.00

21st Annual Report

17

21st Annual Report

18

NOTES FORMING PART OF FINANCIAL STATEMENTSPARTICULARS 31-03-2012 31-03-2011

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 -DEPOSITS :- 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 16,000.00- Rent Deposit 15,000.00 15,000.00

TOTAL 157,184.00 135,360.00

OTHER NON CURRENT ASSETS- Preliminary Expenses 859,182.04 1,145,575.04

TOTAL 859,182.04 1,145,575.04

NOTE: 6CURRENT ASSETS :

01. CASH & BANK EQUIVALENTS- Cash on Hand 16,009.00 90,079.77- Cash at Bank- Indian Overseas Bank - Gudur 88,819.80 1,085,790.80

TOTAL 104,828.80 1,175,870.57

21st Annual Report

19

PARTICULARS 31-03-2012 31-03-2011

NOTE: 7OTHER INCOME

- Ponds lease Rentals 300,000.00 3,100,500.00- Profit on sale of Agricultural Lands - 6,214,188.00

TOTAL 300,000.00 9,314,688.00

NOTE: 8- Employees benefit expenses :- Workers Wages (Farm) 70,000.00 76,500.00- Bonus 13,700.00 32,000.00- Salaries, Allowances and Benefits to staff 249,900.00 190,600.00- Staff Welfare Expenses 1,620.00 2,937.00

TOTAL 335,220.00 302,037.00

NOTES FORMING PART OF FINANCIAL STATEMENTS

21st Annual Report

NOTE: 9OTHER EXPENSES :

- Farm Maintenance 36,000.00 9,392.00- Hatchery Mess 28,000.00 35,000.00- Hatchery Maintenance 1,200.00 124,731.00- Postage & Telephone Charges 28,770.00 19,289.00- Printing & Stationery 37,424.00 26,543.00- Rates, Licenses, Taxes & Fees 450,052.00 281,532.00- Office Maintenance 24,595.00 74,705.00- Meeting Expenses 69,067.00 32,339.00- Conveyance, Vehicle Maintenance 200.00 100.00- Bank Charges 133.00 1,327.00- Advertisement 61,296.00 47,051.00- Office Building Rent 24,600.00 34,000.00- Donation 45,000.00 0.00- Audit Fee 20,000.00 20,000.00- Consultation Charges 156,500.00 33,000.00- Electricity Charges 96,734.00 60,467.00- Travelling Expenses 42,708.00 20,328.00- Telephone Charges 15,312.00 11,849.00- Miscellaneous Expenses 12,590.00 25,825.00- Legal Expenses 35,000.00 121,500.00- Vehicle Maintainence 30,191.00 20,048.00- Computer Maintainence 820.00 530.00- Directors Remuneration 300,000.00 344,000.00- Penalities 530.00 30,000.00- Preliminery Expenses 286,393.00 286,393.00

TOTAL 1,803,115.00 1,749,949.00

20

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 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. 484.71 lacs and further it is incurring continuous losses,there is very much uncertain in availability of future taxable income against which the deferred taxassets can 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.

21st Annual Report

21

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 @10.3% In farour Bombaystock exchange Ltd By the Company.

5. Expenditure in Foreign Currency: - Nil -

6 Capital committments as on 31-03-2012: - 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 more peryear or part thereof.

21st Annual Report

S.No. Case No. Stage

Appeal pending High Court ofAndhra Pradesh,Hyderabad for recovery. & Stey granted,s

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

Case is in pending before High Court ofKerala, Ernakulam.Arbitation appeal 21/2003 inHonourable 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/259/2006inE/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.Commissioner - 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 perfinancial agreement dt : 31-3-1993,Ref:no-3/07/2012 A1-Ho Regd-Letter dt 23-07-2012. for one settlement Received.

22

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

Particulars Current Year Previous Year2011-2012 2010-2011

1. Audit Fees 20,000/- 20,000/-2. Consultation Charges 1,56,500/- 33,000/-

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 : 5-09-2012.

21st Annual Report

23

AUDITORS’ CERTIFICATE ON CASH FLOW STATEMENT

We have examined the attached Cash Flow Statement of M/s. TEKNOMIN AQUA EXPORTS(INDIA) LIMITED for the period ended on 31.03.2012

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2012 (AMOUNT IN Rs.)

A) CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/(Loss) Before Tax and Extraordinary items (2,759,869.00)Add: Financial Expenses 0.00

(2,759,869.00)

ADJUSTMENT FOR :- Depreciation 921,534.00- Foreign Exchnage 0.00- Profit on Sale of Investments 0.00- Interest/Dividend 0.00- Preliminary Expenses W/O 286,393.00- Chit Bid Loss 0.00- Loss on sale of fixed asset 0.00- TDS Receivable 0.00

1,207,927.00

Operating Profit Before Working Capital Changes (1,551,942.00)

ADJUSTMENT FOR :- (Increase)/ Decrease in Stocks 0.00- (Increase)/ Decrease in Sundry Debtors 0.00- (Increase)/ Decrease in Other Current Asstes 0.00- Increase/ (Decrease) in Current Liabilities 533,999.23

533,999.23

Cash Generated from Operations (1,017,942.77)

Interest Paid 0.00Direct Taxes 0.00

0.00

Cash Flow before Extra-ordinary Items (1,017,942.77)

Extra-ordinary Items 0.00

NET CASH FROM OPERATING ACTIVITIES - (A) (1,017,942.77)

for HANUMAIAH & CO., Chartered Accountants

Place : Vijayawada, (K Hanumaiah)Date : 05-09-2012 Partner.

21st Annual Report

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24

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2012 (AMOUNT IN Rs.)

B) CASH FLOW FROM INVESTING ACTIVITIES :Purchase of Fixed Assets (31,275.00)Sales of Fixed Assets 0.00

(31,275.00)

Decrease/(Increase) in Investments & Deposits (21,824.00)

(21,824.00)Intrest Received 0.00Dividend Received 0.00

NET CASH USED IN INVESTING ACTIVITIES-(B) (53,099.00)

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) (1,071,041.77)

Cash and Cash Equivalents as at 31.03.2011 1,175,870.57

Cash and Cash Equivalents as at 31.03.2012 104,828.80

for HANUMAIAH & CO., Chartered Accountants

Place : Vijayawada, (K Hanumaiah)Date : 05-09-2012 Partner.

21st Annual Report

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25

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 FIRESTANNUAL GENERAL MEETING of the Companyat HOTEL SWARNACONFERENCE HALL, NEAR;OLDBUS STAND, GOVERNORPET,VIJAYAWADA- 520 002, on Wednesday the 29th September, 2012 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 Sheet mayplease 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/Members of teknomin aqua exports (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 FIRST ANNUAL GENERAL MEETING of the Company to be heldat 10.00A.M on Saterday the 29h September, 2012and any adjournment thereof.

Dated this ___________________________ day of _____________________________ 2012.

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.

21st Annual Report

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