Directors Report of Indo-City Infotech Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Second Annual Report along with Audited Financial Statements
of the Company for the year ended 31^st March, 2024.

I. FINANCIAL RESULTS:

Financial results of the Company during the year vis-a-vis previous year are as follows:-

	2023-24	2022-23
PROFIT BEFORE TAX	4,615.81	(63.40)
Add/(Less): Provision for Tax	(738.14)	(1,166.91)
PROFIT AFTER TAX	3,877.67	(1230.31)
Add: Amount Brought Forward	(2,148.83)	(918.52)
Add: Re-Instatement of Fair Market Value of	-	-
Investments Less : Transfer to Reserve Fund U/s 45-IC	(775.54)	-
Balance Carried to Balance Sheet	953.32	(2,148.83)

II. TRANSFER TO RESERVE:

Company has transferred 20 % of the profit to reserve fund as per section 45-IC (1) of Reserve Bank of India
Act, 1934 during the year.

III. DIVIDEND :

To conserve the resources, the directors express their inability to recommend any dividend for the year
under review.

IV. PERFORMANCE: (Rs. in 000''s)

Total income of the company during the year under review was Rs. 210,135.02/- as against Rs. 180,971.30/-
for the previous year and the profit after tax for the year stood at Rs. 3877.67/- as against Rs. (1230.31)/- for
the previous year.

V. FUTURE OUTLOOK:

The company is working to expand its activities in the field of finance and investment and analyzing the
current opportunities in the industry to work towards. The Name of the Company is desired to be changed to
reflect the business activities of the company and accordingly, name of the Company is proposed to be
changed from "Indo-City Infotech Limited" to "Always First Finance Limited" or "Indo-City Finance Limited" or
any other name subject to the approval of the Central Government and the shareholders of the company,
Reserve Bank of India, Bombay Stock Exchange or any other statutory authorities.

Thus, as per the provisions of Sections 13 of the Companies Act, 2013, approval of the shareholders was
required to be accorded for changing the name of the Company and consequent alteration in the
Memorandum of Association and Articles of Association by way of passing a Special Resolution and the
necessary resolution was passed in the 27^th AGM of the company and procedure for the same is ongoing.

VI. BOARD OF DIRECTORS:

Mrs. Shashi Aneel Jain (DIN: 00103505), Non-Executive Director who retires by rotation at the ensuing 32^nd
Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Arun Hariram Bubna (DIN 08406885) was appointed as an Independent (Non-executive) Director for
second term of five consecutive years from the conclusion of the 31^st AGM and ending at the 36^th AGM of the
company.

Mr. Brij Kishor Gupta (DIN: 00225078) the Independent Non-Executive Director of the company completes his
second consecutive term at the conclusion of the 32^nd AGM of the company.

Mr. Aneel Jain (DIN: 00030742), the Managing Director and Chairman was reappointed at the 29^th AGM of the
company for a term of five consecutive years till the conclusion of the 34^th AGM of the company to be held in
the year 2026.

Mr. Girdharilal Gupta (DIN: 10720014) is proposed to be appointed as an Independent (Non-Executive)
Director for a term of three consecutive years from the conclusion of the 32^nd AGM and ending at the 35^th
AGM of the company.

VII. LISTING:

The Equity shares of the Company continue to be listed at the Bombay Stock Exchange Limited (BSE). The
Company had paid the requisite listing fees to the said stock exchange for the financial year 2023-24.

VIII. REPORT ON CORPORATE GOVERNANCE:

Your company has been proactive in following the principle and practice of good corporate governance. The
Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in
Regulation 27(2)(a) of the Listing Regulations of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the
Secretarial Auditor''s certificate on its compliance. A report in the form of Management Discussion and
Analysis, pursuant to Regulation 27(2)(a) of the Listing Regulations, as a part of this report forms a part of the
Annual Report.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, ASAT & Associates
(formerly known as M/s M S Jhanwar & Co.), Chartered Accountants (Firm Reg. No.: 130701W) were
appointed as statutory auditors of the Company from the conclusion of the 28^th (Twenty Eighth) Annual
General Meeting (AGM) of the Company held on October 21, 2020 till the conclusion of the 33^rd (Thirty Third)
Annual General Meeting (AGM) to be held in the year 2025.

X. SHARE CAPITAL:

A. Issue of equity shares with differential rights: The Company has not made any fresh issue during the year
under this clause.

B. Issue of sweat equity shares: The Company has not made any fresh issue during the year under this
clause.

C. Issue of employee stock options: The Company has not made any fresh issue during the year under this
clause.

XI. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has a Vigil Mechanism/Whistle Blower Policy for your Directors and employees to safeguard
against victimization of persons who use vigil mechanism/Whistle Blower Policy to report their genuine
concerns. Your company has not received any complaints.

XII. AUDITORS REPORT:

The audit report for the year is unmodified, i.e., it does not contain any qualification, reservation or
adverse remark or disclaimer.

XIII. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of section 73
and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

XIV. RESERVE BANK OF INDIA GUIDELINES FOR NBFCs:

Reserve Bank of India (RBI) granted Certificate of Registration to the Company on October, 16, 2000 vide
Registration No. B.-13.00577, to commence the business of non-banking financial institution without
accepting deposits. The Company has complied with and continues to comply with all the applicable
regulations and directions of the RBI.

XV. PARTICULARS OF EMPLOYEES: ( Rs. in 000''s)

Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company,
as the Company has not employed any employee whose salary exceeds Rs. 10,200/- per annum or Rs. 850/-
per month during the financial year ending 31^st March, 2024.

XVI. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 to the extent applicable is annexed herewith as "ANNEXURE I".

XVII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the
Directors'' Responsibility Statement, the Directors, based on their knowledge and belief and the information
and explanations obtained, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;

b. The Directors have 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 period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

XVIII. MEETINGS OF BOARD OF DIRECTORS:

During the year, 9 (Nine) meetings of the Board of Directors of the Company and 4 (Four) meetings of the
Audit Committee of the Board were convened and held. The details of date of meetings and the attendance of
each director at the Board Meetings and Committees are provided in the Report on Corporate Governance.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

XIX. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the
purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in
the financial statement, wherever applicable.

XX. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Girish Murarka & Co.,
(ACS No. 7036, CP No. 4576), a firm of Company Secretaries in practice to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Audit for the year ended 31st March, 2024 is annexed herewith as
"ANNEXURE II" forming part of the report.

XXI. EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, is available on the website of
the Company at www.indocity.co.

XXII. DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to section 134(3)(d) of the Companies Act, 2013, your Company confirms having received necessary
continued declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013
declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act,
2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XXIII. DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities
Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a dematerialized form in either of the two
Depositories, Shareholders therefore are requested to take full benefit of the same and lodge their holdings
with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in
electronic form.

XXIV. ELECTRONIC VOTING:

Your Company has entered into an agreement with CDSL for providing facility of remote e-voting to its
shareholders for casting their vote electronically in the ensuing Annual General Meeting.

XXV. BOARD PERFORMANCE EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Schedule IV thereto and in terms of
Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your
Company has a policy for the performance evaluation of all Directors, the Board of Directors have a process to
formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each
Director to be carried out on an annual basis. Accordingly, the annual performance evaluation of the Board, its
Committees and each Director was carried out during the financial year 2023-24.

Performance of each of your Directors is evaluated on the basis of several factors by the entire Board excluding
the Director being evaluated. Your Company also has a Performance Evaluation Policy for its Independent
Directors and Executive Directors which inter alia includes independent view on Key appointments and strategy
formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, updating skills and
knowledge, strategic planning for finance and business related, operational performance level of the Company,
qualification and leadership skills. The Board of Directors of your Company discusses and analyses its own
performance on an annual basis, together with suggestion for improvements thereon based on the
performance objectives set for the Board as a whole. The Board approved the evaluation results.

XXVI. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Regulations and Corporate Governance, the Company has an
Audit Committee comprising of majority Independent Directors. The Audit Committee acts in accordance with
the terms of reference specified from time to time by the Board. The details of the terms of audit committee
and other details are provided in the Report on Corporate Governance.

XXVII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and Rules made there under, your Company has constituted Internal Complaints
Committee (ICC) and no complaints of sexual harassment have been received by Internal Complaints
Committees.

XXVIII. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

Sr. No.	Name	Designation	Remuneration paid for the F.Y. 2023-24 (Rs. in ''000s)
1.	Mr. Aneel Banwari Jain	Managing Director	900.00
2.	Mrs. Shashi Jain	Non-Executive Director	Nil
3.	Mr. Ramesh Chandra Pusola	Chief Financial Officer	488.07
4.	Mr. Gourav Gupta	Company Secretary (from 28th Sept, 2023)	123.30
5	Mrs. Kriti Goyal	Company Secretary ( Upto 12th May 2023)	22.39

1. A brief write up on the Human Resource Department and initiatives taken during the year 2023-24:
The Human Resources department of your Company has effectively tried to partner the business in
the year under review to register good growth in line with the Company''s targets. Through structured
Human Resource processes your Company has been able to attract and retain the right talent at all
levels.

The Company has been in constant process of maintaining a great and pleasant place to work where
employees trust the Company they work for, take pride in what they do and enjoy the company of
the people they work with. The Company strongly believes that an engaged workforce is critical in
achieving its business goals and building a sustainable organization. Under this initiative, over the last
one year your Company did considerable work around rewards and recognition, training and
development, compensation and benefits and work life balance. A positive work environment,
employee driven initiatives and exciting career prospects have helped keep attrition under control, in
spite of aggressive external market factors.

2. The Percentage/amount change in remuneration of all Executive Directors, Chief Financial Officer and

Company Secretary were as under:

Name	Designation	Increase/Decrease
Mr. Aneel Jain	Managing Director	450.00
Mr. Ramesh Chandra Pusola	Chief Financial Officer	67.05
Mr. Gourav Gupta	Company Secretary	123.30

XXIX. INTERNAL FINANCIAL CONTROLS:

Your Company has put in place adequate internal financial controls with reference to the financial statements.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business including adherence to the Company''s policies, the safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation
of reliable financial disclosures.

XXX. SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate Company and Joint Venture companies.

XXXI. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis
and were in the ordinary course of business. All Related Party Transactions are placed before the Audit
Committee for approval. Information on transactions with related parties pursuant to section 134(3)(h) of the
Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Note No. 33
attached to and forming part of the Accounts and in "ANNEXURE IV" in Form AOC-2 and the same form a part
of this report.

XXXII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and your Company''s operations in future.

XXXIII. RISK MANAGEMENT POLICY:

Your company has a Risk Management Policy:

1. To ensure that all the current and future material risk exposures of the Company are identified, assessed,
quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk
management and;

2. To establish a framework for the Company''s risk management process and to ensure its implementation;

3. To enable compliance with appropriate regulations, wherever applicable;

4. To assure business growth with financial stability.

XXXIV. CORPORATE SOCIAL RESPONSIBILITY:

As the said provisions are not applicable to the company, the Company has not developed and implemented
any Corporate Social Responsibility initiatives.

XXXV. NON DEPOSIT TAKING NON- BANKING FINANCIAL COMPANY:

The company being registered as a Non- Banking Financial Institution on 16^th October, 2000 in terms of the
provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Direction, 2007. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company.
The Company has not accepted any deposit from the Public during the year pursuant to the Provisions of
Section 73 of the Companies Act, 2013.

XXXVI. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support
and assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place
on record their deep sense of appreciation for the devoted service of the executive and staff at all levels of the
Company.

By Order of the Board

For Indo-City Infotech Limited

Place: Mumbai Aneel Jain

Date: 12^th August, 2024 Chairman & Managing Director

DIN: 00030742

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015.

I. FINANCIAL RESULTS:

Financial results of the Company during the year vis-a-vis previous year are as follows :-

(Rupees)

2014-15 2013-14

PROFIT BEFORE TAX 3,417 8,51,378

Add/(Less): Provision for Tax 60,518 (2,71,307)

Total 63,935 5,80,071

Add.: Amount Brought Forward 89,30,266 83,50,195

Balance Carried to Balance Sheet 89,94,201 89,30,266

II. DIVIDEND:

To conserve the resources, your directors express their inability to recommend any dividend for the year under review.

III. PERFORMANCE:

Total income of the Company during the year under review is Rs. 62.31 Lacs as against Rs. 69.41 Lacs for the previous year and the profit after tax for the year stood at Rs. 0.64 Lac as against Rs. 5.80 Lacs for the previous year.

IV. FUTURE OUTLOOK:

Your Company is planning for expanding their existing business as well as other projects and also planning thereon is being carried on. Your directors foresee bright future and higher earnings in the coming years.

V. DIRECTORS:

Mrs. Shashi Aneel Jain, Director who retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

As per Section 149 of the Companies Act, 2013 (Act), every listed Company shall have Independent Directors. The said section aligns the Act with Clause 49 of the Listing Agreement. Nomination & Remuneration Committee has recommended the appointment of existing independent directors at the ensuing Annual General Meeting as independent directors under the Companies Act, 2013.

VI. CORPORATE GOVERNANCE:

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Auditors certificate on its compliance. A report in the form of Management Discussion and Analysis pursuant to clause 49 of the Listing Agreement, as a part of this report is annexed hereto.

VII. AUDITORS

M/s. S.K. PATODIA & ASSOCIATES, Chartered Accountants, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 read with Rules made there under, M/s S.K. Patodia & Associates, Chartered Accountants, can be appointed for a maximum period of 3 years.

They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 (1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. The Audit Committee and Board of Directors have recommended their appointment as the Statutory Auditors of your Company.

VIII. VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors and employees to safeguard against victimisation of persons who use vigil mechanism and report genuine concerns. The Audit Committee shall oversee the vigil mechanism.

IX. AUDITORS REPORT:

Observation made in the Auditor's Report are self-explanatory and therefore do not call for any further comment.

X. FIXED DEPOSIT

Your Company has not accepted any fixed deposit from public and as such no amount of principal or interest was outstanding as of the Balance Sheet Date.

XI. PARTICULARS OF EMPLOYEES

As per provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month.

XII. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The Company did not earn and spend any foreign exchange.

XIII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY.

The Board of Directors and senior management team recurrently assess the operations and operating environment to identify potential risk and take necessary mitigation actions. The Banking, Investments & Operations activities related to Foreign Exchange matters and the Banking, Investments &Operation respectively.

Key elements of risks

1. Global Economic Situation: The economic environment around the world is showing sign of growth. For IT services industry, the deemed momentum is looking positive. The IT spending is increasing however there are still pockets of global markets where there are still uncertainties. The Company on its part is helping existing customers drive efficiencies, demonstrate value addition.

2. Business Model redundancy: The new technologies, such as cloud, big data, mobile smart devices and social media are impacting the behaviour of the consumers,. The Company continuously scan business environment for early detection of emerging trend.

3. Cost pressure: Increasing employee cost and operating expenses may create pressure on margin. The Company is focusing on improving productivity and put up framework for cost management.

4. Regulatory risks: Any change in regulations in any of the jurisdiction of its operations may hamper growth and cause decline in revenue.

5. Delivery and operational risk: the growth an success depends on its ability to hire, attract, motivate, retain and train highly skilled technology personnel. Failure to complete fixed price, fixed time framed or transaction based pricing contracts within budget and on time may significantly affect our profitability.

XIV. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made judgment 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 period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; and

d) The Directors had prepared accounts on a going concern basis.

XV. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of your Company are Mr. Aneel Jain, Chairman & Managing Director, Mr. Ramesh Chandra Ram chandra Pusola, Chief Financial Officer. Both are two Key Managerial Personnel prescribed under the said Act were in the employment of your Company even prior to the Companies Act, 2013 became applicable.

XVI. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support and assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executive and staff at all levels of the Company.

For and on behalf of the Board

Aneel Jain Chairman & Managing Director Place : Mumbai DIN:00030742 Date : 28th August, 2015

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Mar 31, 2014

The Members of Indo-City Infotech Limited,

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

I. FINANCIAL RESULTS:

Financial results of the company during the year vis-a-vis previous year are as follows :-

(Rupees) 2013-14 2012-13

PROFIT BEFORE TAX 8,51,378 10,84,478

Less: Provision for Tax (2,71,307) (3,17,687)

Total 5,80,071 7,66,791

Add.: Amount Brought Forward 83,50,195 75,83,404

Balance Carried to Balance Sheet 89,30,266 83,50,195

II. DIVIDEND:

To conserve the resources, your directors express their inability to recommend any dividend for the year under review.

III. PERFORMANCE:

Total income of the company during the year under review is Rs. 69.41 Lacs as against Rs. 73.61 Lacs for the previous year and the profit after tax for the year stood at Rs. 5.80 Lacs as against Rs. 7.66 Lacs for the previous year.

IV. FUTURE OUTLOOK:

Your Company is planning for expanding their existing business as well as other projects also the planning thereon is being carried on. Your directors foresee bright future and higher earnings in the coming years.

V. DIRECTORS:

Mrs. Shashi Aneel Jain, Director who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As per Section 149 of the Companies Act, 2013 (Act), every listed Company shall have Independent Directors. The said section aligns the Act with Clause 49 of the Listing Agreement. Nomination & Remuneration Committee has recommended the appointment of existing independent directors at the ensuing Annual General Meeting as independent directors under the Companies Act, 2013.

VI. CORPORATE GOVERNANCE:

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with theAuditors certificate on its compliance. A report in the form of Management Discussion and Analysis pursuant to clause 49 of the Listing Agreement, as a part of this report is annexed hereto.

VII. AUDITORS

M/s . S.K PATODIA & ASSOCIATES, Chartered Accountants, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 read with Rules made there under, M/s S.K Patodia & Associates, Chartered Accountants, can be appointed for a maximum period of 3 years.

They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 (1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. The Audit Committee and Board of Directors have recommended their appointment as the Statutory Auditors of your Company.

VIII. AUDITORS REPORT:

Observation made in the Auditor''s Report are self-explanatory and therefore do not call for any further comment under section 217(3) of the Companies Act, 1956.

IX. FIXED DEPOSIT

Your Company has not accepted any fixed deposit from public within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

X. PARTICULARS OF EMPLOYEES

The information required U/s. 217 (2A) of the Companies Act, 1956 with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month.

XI. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

The Provisions of 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 relating to conservation of energy or technology absorption is not applicable to the Company. The Company did not earn and spend any foreign exchange.

XII. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, it is hereby stated that;

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made judgment 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 period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; and

d) The directors had prepared accounts on a going concern basis.

XIII. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support and assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executive and staff at all levels of the Company.

For and on behalf of the Board

Aneel Jain Chairman & Managing Director DIN:00030742

Place: Mumbai Date: 30th May, 2014

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report and Audited Accounts of the Company for the year ended 31 st March, 2010.

(Rupees)

I. FINANCIAL RESULTS: 2009-10 2008-09

PROFIT BEFORE TAX 42,653.44 17,03,886.60

Less: Provision for Tax (40,875.00) (1,67,469.00)

(including Deferred Tax & Freinge Benefit Tax)

Total 1778.01 18,71,355.60

Add.: Amount Brought Forward 59,76,698.72 41,05,343.12

Balance Carried to Balance Sheet 59,78,476.73 59,76,698.72

II. DIVIDEND:

To conserve the resources, your directors express their inability to recommend any dividend for the year under review.

III. PERFORMANCE:

Total income of the company during the year under review is Rs. 254.97 Lacs as against Rs. 356.96 Lacs for the previous year and the profit after tax for the year stood at Rs. 0.017 Lacs as against Rs. 18.71 lacs for the previous year.

IV. FUTURE OUTLOOK:

Your Company is planning for expanding their existing business as well as other projects also the work on which is going on. Your directors foresee bright future and higher earnings in the coming years.

V. DIRECTORS:

Mr. Brij Kishor Gupta, Director who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

VI. CORPORATE GOVERNANCE:

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Auditors certificate on its compliance. A report in the form of Management Discussion and Analysis pursuant to clause 49 of the Listing Agreement, as a part of this report is annexed hereto.

VII. AUDITORS:

M/s S.K. PATODIA & ASSOCIATES, Chartered Accountants, retire at the forthcoming Annual General Meeting. The Company has received the certificate of their eligibility under section 224 (1-B) of the Companies Act, 1956. Your directors recommend their appointment.

VIII. AUDITORS REPORT.

Observation made in the Auditors Report are self-explanatory and therefore do not call for any further comment under section 217(3) of the Companies Act, 1956.

IX. FIXED DEPOSIT:

Your Company has not accepted any fixed deposit from public within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under

X. PARTICULARS OF EMPLOYEES:

The information required U/s. 217 (2A) of the Companies Act, 1956 with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month.

XI. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217 (1) (a) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 absorption is not being given, since the Company is not engaged in manufacturing activity during the year. The Company did not earn and spend any foreign exchange.

XII. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, it is hereby stated that;

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

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts on a going concern basis.

XIII. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support and assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executives and staff at all levels of the Company.

For and on behalf of the Board For Indo-City Infotech Limited.

Place: Mumbai. Aneel Jain

Date : 28th May, 2010 Chairman & Managing Director