The Directors have pleasure in submitting their 34thAnnual Report with the audited accounts for the year ended March 31, 2014.

OPERATIONS:

The operations of the company have resulted in a Profit After Tax of Rs. 11,80,976/- during the year ended March 31, 2014 as shown below

Financial data results                              (Amount in Rupees.)

                                           Year ended        Year ended
                                      31st March 2014   31st March 2013

Profit / (Loss) Before Tax                  16,84,425         44,11,852

Less: Provision for Tax                      5,25,000         14,50,000

Less: Provision for Tax (earlier years)      (21,551)                 -

Net Profit / (Loss) After Tax               11,80,976         29,61,852

Surplus brought from the previous
year                                        84,29,162         54,67,310

Surplus / (Deficit) Carried to Balance
Sheet                                       96,10,138         84,29,162

In order to conserve the resources the Directors have not recommended any dividend for the financial year ended March 31, 2014.

DIRECTOR:

Mr. Kailash Chandra Dawda, Director of the Company retires at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment as Director.

AUDITORS AND AUDITORS OBSERVATIONS:

M/s. Shankarlal Jain and Associates, Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and offer themselves for reappointment.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by a practicing Company Secretary pursuant to Section 383A of the Companies Act 1956 read with Rule 3 of Companies (Compliance Certificate) Rule, 2001 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the year ended March 31, 2014 and of the profit of the Company for that period.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv) that the Directors had prepared the Annual Accounts for the year ended March 31, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES:

The particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs.60,00,000/- p.a., if employed for the full year or Rs. 5,00,000/-p.m. if employed for part of the year.

INFORMATION PURSUANT TO SECTION 217 (1) (a):

The Company does not carry out any manufacturing activity therefore Rule 2 of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988, pursuant to Section 217 (1) (a) of the Companies Act, 1956 is not applicable.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended March 31, 2014.

Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE:

The Foreign exchange earnings and foreign exchange expenditure during the period under consideration was NIL.

                         For and on behalf of the Board of Directors of
                                                        INDSOYA LIMITED

                                                   Sd/-            Sd/-
                                       Sarita Mansingka     K. C. Dawda
                                               Director        Director