International Constructions Ltd Directors Report.

To

The Members

Your Directors have pleasure in presenting their Thirtieth Annual Report and Audited statement of accounts of the Company for the year ended 31st March 2013.

1. Financial Results

(Rs. In lakhs)

Particulars For the year ended 31.03.2013 For the year ended 31.03.2012
Sales and Income from operations 326.25 360.30
Other Income 0.00 2.07
Gross Income 326.25 362.37
Expenses including Depreciation 311.90 523.50
Gross Profit/(Loss) 14.35 (161.13)
Less: Provisions for taxation 3.06 11.38
Profit/(Loss) 11.29 (172.51)
Add: Balance Brought Forward (221.53) (49.02)
Less: Special Reserve 2.82 0.00
Balance carried to balance sheet (207.42) (221.53)

2. Dividend

Your Directors do not recommend any dividend for the year.

3. Reserves and Surplus

During the year, the Company has transferred an amount of Rs. 2,82,000/- to Reserves and Surplus.

4. Subsidiary Company

ADD Technologies (India) Limited (Formerly: SPML Technologies Limited) continues to be the subsidiary of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the subsidiary of the Company, forms part of the Directors Report.

5. Consolidated Financial Statements

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates, your Directors provide the Audited consolidated financial statements for the financial year ended 31aMarch, 2013 forming part of the Annual Report and Accounts.

6. Directors

Mr. Pukhraj Jain, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Members may resolve to that end.

7. Auditors and Auditors Report

M/s. Vijay Kumar Agarwal & Co., Chartered Accountants, Kolkata, the Auditors of the Company retire at the conclusion of the 30thAnnual General Meeting and being eligible have offer themselves for re-appointment. Members may resolve to that end.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

8. Deposits

During the year under review the Company has not accepted any public deposits.

9. Particulars of Energy Conservation

As the Company is not engaged in the industries mentioned in Schedule, under Rule 2A of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, furnishing of particulars there under is not applicable.

10. Particulars of Technology Absorption, Research and Development

The Company has not carried out any activity mentioned in Form B, under Rule 2B of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 during the year under review.

11. Particulars of Foreign Exchange Earnings and Outgo

There are no foreign exchange earnings and outgo during the year under review.

12. Secretarial Compliance

The Compliance Certificate issued by a Practicing Company Secretary for Secretarial Compliance of the Company during the year under review as required by the Companies Act, 1956 is annexed to this report.

13. Particulars of Employees

There is no person employed in the company during the year under review attracting the provision under the Sub-section (2A) of section 217 of the Companies Act, 1956.

14. Corporate Governance

In pursuance of the Clause 49 of the Listing Agreement entered into with Stock Exchanges a separate section on Corporate Governance incorporated in the Annual Report for the information of the Shareholders. A certificate from the Auditor of the Company regarding the compliance of the clause 49 also forms part of the Annual Report.

15. Directors Responsibility Statement

Pursuant to requirement under Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

(i) in preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed.

(ii) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year.

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

16. Acknowledgement

Your Directors would like to place on record their appreciation of support, co-operation and assistance received from the companys clients, Reserve Bank of India, bankers, shareholders and suppliers. The board wishes to convey its appreciation of hard work, solidarity, cooperation and support put in by the companys employees at all levels in enabling such growth.

By Order of the Board

For International Constructions Limited

Pukhraj lain

Director

Place: Bangalore

Date: 29.05.2013