Indo Pacific Projects Ltd Directors Report.

To,

The Members,

Indo Pacific Projects Limited,

Nagpur.

Your Directors are pleased to present 35thAnnual Report and the audited financial statements for the financial year ended on 31st March, 2017.

HIGHLIGHTS OF PERFORMANCE:

During the year under review, the performance ofyour company was as under:

(Rs. In lakhs)

Particulars Year ended 31st March 2017 Year ended 31st March 2016
Revenue from operations 521.63 846.01
Total Revenue 529.89 852.14
Profit/(Loss) before taxation (60.48) 34.55
Less: Tax Expense ( Current tax) 0.00 10.67
Less: Deferred Tax for the year 22.96 12.96
Profit/(Loss) after tax (83.44) 10.92
Earnings per share (EPS) (0.08) 0.01

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended on 31st March, 2017 is summarized below:

RESULTS OF OPERATIONS:

During the year under review, revenue from operations decreased by 38.34% to 521.63 lakhs. The Profit before Tax has slumped to a loss of Rs. 60.48 lakhs.

The Loss after Tax has been Rs. 83.44 lakhs as compared to a profit of Rs.10.92 lakhs in the previous year and the EPS has become negative at Re 0.08/share. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

DIVIDEND:

Due to loss incurred during the current financial year, the Board of Directors is unable to recommend any dividend for the year ended 31st March, 2017.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the close of this report, which affects the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of the company.

DEPOSITS:

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186 of the Companies Act, 2013, the details of the Loans given, guarantees on securities provided anc investments made are provided in the notes to the financial statement. (Please refer to Note 9 and Note 10 to the financia statements).

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on the Corporate Governance practices followed by the Company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:

Management Discussion and Analysis, for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

DIRECTORS:

I. RETIREMENT BY ROTATION:

In accordance with the provisions of section 15 2 [6] of the Act and in terms of Articles of Association of the Company Ms. Archana Deepak Wani (DIN: 02366001) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her reappointment.

II. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6] of the Companies Act, 2013 and in Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

III. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 35th Annual General Meeting.

IV. BOARD EVALUATION:

Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of itself, its committees and that of its Directors individually as well as collectively. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

V. REMUNERATION POLICY:

The Board has on the recommendations of Nomination and Remuneration Committee, framed a Policy on selection and appointment of Directors, Senior Management and their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134[3] [c] of the Companies Act, 2013 the Directors based on the representations received from the operating management and after due enquiry, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year as on 31stMarch, 2017 and of the profit of the company for that period,

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

BOARD MEETINGS:

During the year under review 6 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and it Committees are given in the Corporate Governance Report.

AUDITORS:

I. STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. Sanjay S. Agarwal & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting. The Audit Committee has recommended to the Board of Directors, the appointment of M/s. Harish Dodeja&Co.. Chartered Accountants, Nagpur as Statutory Auditors of the Company to hold office till the conclusion of the 40th Annual General Meeting i.e. for a period of Five consecutive years, provided that the appointment of the auditors shall be placed for ratification at every Annual General Meeting.. Accordingly, the Board of Directors recommends to the members the appointment of M/s. Harish Dodeja& Co., Chartered Accountants, Nagpur as Statutory Auditors of the Company. In this regard, the Company has received a certificate from the Auditors to effect that if their appointment is approved, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

II. AUDITORSREPORT:

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any farther comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

III. SECRETARIAL AUDITOR:

The Board of Director of the company has appointed M/s. Siddharth Sipani& Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year ended 31st March, 2017. The Secretarial Audit Report contained the following adverse remarks:

1. The Company has not complied with the provision with respect to Appointment of Key Managerial Personnel.

2. The Trading of the company restricted on Bombay Stock Exchange for Graded Surveillance Measures (GSM)

3. The Company comes under the list of shell company issued by SEB1.

The company has initiate process to comply the norms as required.

BUSINESS RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of internal auditor are defined and reviewed by the Audit committee. The internal auditor reports to the Chairman of the Audit Committee. Internal Auditors presents their quarterly report to the Audit Committee, highlighting various observations, system and procedure lapses and the corrective actions taken. The internal auditor also assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization and it also follows up on the implementation of corrective actions and processes. The Audit Committee of the Board reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function and significant internal audit findings.

VIGIL MECHANISM:

The Company has established vigil mechanism policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy. During the year no such incidents was reported and no personnel were denied access to the chairman of the audit committee.

EXTRACT OF ANNUAL RETURN:

The relevant information in prescribed Form MGT-9 pertaining to extract of Annual Return is attached to this Report as Annexure-"A".

COMMITTEES:

The composition of the board committees of the company are as under:

1) AUDIT COMMITTEE

Name Designation Position in Committee
1 Mr. Anil Admane Non-Executive- Independent Director Member
2 Mr. Ashok Purohit Non-Executive- Independent Director Chairperson
3 Mr. Nandkuinar Harchandani Executive Director Member

2) NOMINATION & REMUNERATION COMMITTEE

. Name Designation Position in Committee
1 Mr. Ashok Purohit Non-Executive- Independent Director Chairman
2 Mr. Anil Admane Non-Executive- Independent Director Member
3 Ms. Archana Admane Non-Executive- Independent Director Member

3) STAKEHOLDERS RELATION COMMITTEE

Sr.No. Name Designation Position in Committee
1 Mr. Ashok Purohit Non-Executive- Independent Director Chairman
2 Mrs. Archana Admane Non-Executive- Independent Director Member
3 Ms. Archana Wani Executive Director Member

4) MEETING OF INDEPENDENT DIRECTORS:

During the year one meeting of the Independent Directors was held on 30th March, 2017 where the Independent Directors of the Company met without the presence of the Chairman and Managing Director or Executive Directors or other Non-Independent Directors or Key Managerial Personnel. The Meeting of Independent Directors was held in accordance with the provisions of Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations.

PARTICULARS OF EMPLOYEES:

There is no employee drawing salary exceeding the limit prescribed under section 197 of the Act read with Rule 5 [1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, is provided as under:

A] CONSERVATION OF ENERGY:

The Company does not use any technology or energy for its existing business except for the electricity used in olfices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection.

B] TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilization of its technical, professional and skilled manpower. Technology Absorption items: Nil

C] FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not incurred any expenses or income in foreign currency during the financial year 2016-17.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year ended 31st March, 2017 there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS

The name of the company comes under the list of the shell company list issued by SEBI. In this regards, The company has submitted require documents to Bombay Stock Exchange.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in sectionl34 [3] of the Act and Rule 8 of The Companies [Accounts] Rules, 2014 to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Date: 02-09-2017

FOR AND ON BEHALF OF THE BOARD

Place: NAGPUR SD/-
NANDKUMAR K. HARCHANDANI ARCHANA WANI
(DIRECTOR) (DIRECTOR)