Indo-Asian Food & Commodities Ltd Management Discussions

• OVERALL OUTLOOK:

The Companys main activities are procure, process and selling of food products during the year under review there is no income earning activity; the Company has taken various measures to bring down the operating costs and also the administrative costs to the minimum extent possible and closely monitoring the operations. Considering market conditions, financial resources available and the efforts made by the company. Your company is steadily moving ahead in achieving its goals and expect to have better results in coming years.

• SWOT

Our strength is our determination and team work, weakness is the low equity base, opportunities are multiples and threats are the vibrations in the economy and government policies.

• INTERNAL CONTROL

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Companys audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

• HUMAN RESOURCES:

The relationship with the employees continued to be cordial. All issues pertaining to staff matters are resolved in a harmonious and cordial manner.

• RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the Companys principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts.

• CAUTIONARY STATEMENT

Statement in this Managements Discussion and Analysis detailing the Companys objectives, projections, estimates, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, feedstock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations.

Compliance with Code of Business Conduct and Ethics

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Management Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended March 31, 2017.

For INDO-ASIAN FOODS & COMMODITIES LIMITED

(K. RAMBABU)

Managing Director

Date: 14.08.2017 Place: Hyderabad

CERTIFICATION BY CEO/CFO UNDER CLAUSE 49 OF THE LISTING AGREEMENT

The Board of Directors,

INDO-ASIAN FOODS & COMMODITIES LIMITED.

We have reviewed the financial statements and the cash flow statement of INDO-ASIAN FOODS & COMMODITIES LIMITED for the year ended March 31, 2017 and to the best of our knowledge and belief:

(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Companys affairs and are 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 the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying 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 made during the year and the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For INDO-ASIAN FOODS & COMMODITIES LIMITED

Sd/-	Sd/-
(K. RAMBABU)	(K. LOHIT)
Managing Director	Director
Date: 14.08.2017
Place: Hyderabad

CERTIFICATE ON CORPORATE GOVERNANCE

We have examined the compliance of conditions of Corporate Governance by INDO-ASIAN FOODS & COMMODITIES LIMITED for the year ended 31^st March, 2017 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has not duly complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the company.

	VCSR & Associates
	Company Secretaries
	Sd/-
	(Ch. Veeranjaneyulu)
Date: 14.08.2017	Partner
Place: Hyderabad	C.P. No:6392