Directors Report of Neptune Exports Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the Financial year ended 31st March, 2014.

FINANCIAL RESULTS

2013-2014 2012-2013

Total Revenue 20,868,717 10,846,379

Profit before Depreciation 13,742,887 7,905,077

Less: Depreciation 1,842,568 1,807,636

Net Profit before Taxation 11,900,319 6,097,441

Less : Provision for Taxation 2,244,000 1,140,000

Net Profit after Taxation 9,656,319 4,957,441

Add: Balance Brought forward 136,338,442 131,381,001

Balance carried forward 145,994,761 136,338,442 to Balance Sheet

COMPANY PERFORMANCE

In the light of challenging business conditions, the working results of your Company during financial year ended on 31st March, 2014 was satisfactory.

DIVIDEND

The Directors have considered to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the year under review.

CORPORATE GOVERNANCE

The Principles of Good Corporate Governance through professionalism, accountability, transparency, trusteeship and control have always been followed by your Company and it has complied with all the applicable provisions of Corporate Governance as per clause 49 of the Listing Agreements with the Stock Exchanges.

A separate Report on Corporate Governance as prescribed by the Listing Agreements forms part of the Annual Report 2013-14 along with the Auditor''s Certificate on its Compliance in Annexure "A".

DIRECTORS

Mr. R. K. Agarwal, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Directors state as follows:-

i) That in the preparation of the Annual Accounts for the Financial year ended 31 st March, 2014 the applicable accounting standards had been followed along with 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit or loss of your company for that period;

iii) That the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s L. B. Jha & Co., Calcutta, Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if effected would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re-appointment of and remuneration payable to M/s L. B. Jha & Co., Calcutta, Chartered Accountants, as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

COMMENTS ON AUDITORS OBSERVATIONS

As regards the observations made by the Statutory Auditor''s in their Report your directors are of the opinion that :

i) Necessary adjustments in respect of recovery of Cash in hand of Rs 46,174 shall be made in the accounts on the outcome of litigation.

ii) No provision are required to be made in respect of Advances amounting of Rs 389,179 and Security Deposit of Rs12,000 as the same are considered to be good and hence recoverable.

PUBLIC DEPOSIT

The provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder in respect of acceptance of deposits are not applicable to your Company.

PARTICULARS OF EMPLOYEES

Disclosures in terms of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

INFORMATION AS TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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 Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are not applicable during the year under review.

CODE OF CONDUCT

Your Company has formulated Code of Conduct which applies to Board Members and Senior Management Personnel of the Company. Confirmations towards adherence to the Code during the Financial year 2013-14 have been obtained from all the Board members and Senior Management Personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance of this Code during the year under review by all Board members and Senior Management Personnel has been given by the Director of the Company which accompanies this report.

ACKNOWLEDGEMENT

Your Directors would like to thank shareholders, bankers and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board V. N. Agarwal Place : Kolkata K. K. Ganeriwala Date :29th May, 2014 Directors

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report report together with the Audited Accounts of the company for the Financial year ended 31st March, 2010.

FINANCIAL RESULTS

31.03.2010 31.03.2009 (Rs.) (Rs.)

Net Profit before Taxation 3,77,28,840 54,57,783

Less: Provision for Taxation 62,30,000 7,64,000

Short Provision of Tax for earlier year - 16,290

Add: Provision for Fringe Benefit Tax for Earlier Year - 65,878

Net Profit after Taxation 3,14,98,840 47,43,371

Add: Balance Brought forward 6,62,51,559 6,15,08,188

Balance carried forward to Balance Sheet 9,77,50,399 6,62,51,559

COMPANY PERFORMANCE

In the light of challenging business conditions, the working results of your Company during financial year ended on 31st March, 2010 was satisfactory.

DIVIDEND

The Directors have considered to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges is appended below :

A. BUSINESS

The Company is engaged in Investment, Finance and Allied Services. Arrangements are in hand to diversify its line of business for the future growth and properity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

Your Directors sincerely feel that operations of your Company in the business of Investment, Finance and Other Services would start showing signs of improvement. Steps are in hand to achieve improvements in its business.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Companys objective is to effect Continuous imporvement in its infrastructure and facilities. However, the main causes of concern of your company in the years to come.

i) Stagnancy in the market due to general economic conditions.

ii) Slash in the Stock market operations.

iii) Inflationary trend in the market resulting in rising costs of all inputs.

iv) Reduction in the industrial growth rate.

v) Uncertain Government policy in use.

vi) Lack of demand due to keen competition.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business and size of its operations. The objective of these procedures is to ensure efficient use and protection of Companys resources, accuracy in financial reporting and due compliance of applicable statutes and Company norms, policies and procedures.

The Internal Audit Report, the progress in implementation of recommendations contained in such reports and the adequacy of Internal Control Systems are reviewed by the Audit Committee of the Board in its periodical meetings.

E. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations were cordial during the year under review. At all levels, employees of the Company are fully committed to the growth of the Company and there was no loss of work due to any Industrial relation problem during the year.

CORPORATE GOVERNANCE:

The Principles of Good Corporate Governance through professionalism, accountability, transparency, trusteeship and control have always been followed by your Company.

A separate Report on Corporate Governance as prescribed by the Listing Agreements with Stock Exchanges forms part of the Annual Report 2009-10 along with the Auditors Certificate on its Compliance in Annexure "A".

DIRECTORS

Shri R. K.. Agarwal, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Directors state as follows :

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit or loss of your company for that period;

iii) That the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2010 on a "going concern" basis.

AUDITORS

Messrs L. B. Jha & Co., Calcutta, Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if affected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re-appointment of and remuneration payable to Messrs L. B. Jha & Co., Calcutta, Chartered Accountants as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

COMMENTS ON AUDITORS OBSERVATIONS

The Comments of the Directors on the observations made by the Statutory Auditors in their Report are as follows:

i) The Company has filed suit against one of its Ex-Director for recovery of sums, which include cash in hand of Rs. 46,173.87.

ii) Advances amounting to Rs. 3,89,179/-and Security Deposit of Rs. 12,000/-which are doubtful of recovery.

FIXED DEPOSIT

Your Company has not invited and/or accepted any deposits from the General Public under Sections 58A and 58AA of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Information required to be given pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

There are no information to be reported as required in accordance with the provisions of section 217 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo.

CODE OF CONDUCT

Your Company has formulated Code of Conduct which applies to Board Members and Senior Management Personnel of the Company. Confirmations towards adherence to the Code during the Financial year 2009-10 have been obtained from all the Board members and Senior Management Personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance of this Code during the year under review by all Board members and Senior Management Personnel has been given by the Director of the Company which accompanies this report.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders, customers, dealers, suppliers, bankers, employees union and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board

V. N. Agarwal

Place : Kolkata K. K. Ganeriwala

Date : 4th May, 2010 Directors