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Neptune Exports Ltd.

BSE: 512522 Sector: Others
NSE: N.A. ISIN Code: INE066X01015
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Neptune Exports Ltd. (NEPTUNEEXPORTS) - Director Report

Company director report

DIRECTORS' REPORT

To the Members

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

FINANCIAL RESULTS

2013-2014 2012-2013
Rs Rs
Total Revenue 20868717 10846379
Profit before Depreciation 13742887 7905077
Less: Depreciation 1842568 1807636
Net Profit before Taxation 11900319 6097441
Less : Provision for Taxation 2244000 1140000
Net Profit after Taxation 9656319 4957441
Add: Balance Brought forward 136338442 131381001
Balance carried forward to Balance Sheet 145994761 136338442

COMPANY PERFORMANCE

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

DIVIDEND

The Directors have considered to plough back the profit in business for betterfinancial strength and as such they have not recommended any dividend for the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated inclause 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 inhand to diversify its line of business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

Your Directors sincerely feel that operations of your Company in the business ofInvestment Finance and Other Services will start showing signs of improvement. Steps arein hand to achieve improvements in its business.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company’s objective is to effect Continuous improvement in its business.However the main causes of concern for your company in the years to come are: i)Reduction in the industrial growth rate. ii) Uncertain Government policy in use.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of itsbusiness and size of its operations. The objectives of these procedures are to ensureefficient use and protection of Company’s resources accuracy in financial reportsand due compliance of applicable statutes and Company’s norms policies andprocedures.

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

E. HUMAN RESOURCES

At all levels employees of the Company are fully committed to the growth of theCompany and there was no loss of work due to any uncordial relation with them during theyear.

CORPORATE GOVERNANCE

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

A separate Report on Corporate Governance as prescribed by the Listing Agreements formspart of the Annual Report 2013-14 along with the Auditor’s Certificate on itsCompliance in Annexure "A".

DIRECTORS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts for the Financial year ended 31stMarch 2014 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of your company at the end of thefinancial 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 theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 1956. They confirm that there are adequatesystems and controls for safeguarding the assets of your company and for preventing anddetecting fraud and other irregularities;

iv) That the Directors had prepared the Annual Accounts for the financial year ended31st March 2014 on a "going concern" basis.

AUDITORS

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

COMMENTS ON AUDITORS OBSERVATIONS

As regards the observations made by the Statutory Auditor’s in their Report yourdirectors are of the opinion that : i) Necessary adjustments in respect of recovery ofCash in hand of Rs 46174 shall be made in the accounts on the outcome oflitigation. ii) No provision are required to be made in respect of Advances amounting of Rs389179 and Security Deposit of Rs 12000 as the same are considered to be goodand hence recoverable.

PUBLIC DEPOSIT

The provisions of Section 58A of the Companies Act 1956 and the rules framedthereunder 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 readwith the Companies (Particulars of Employees) Rules 1975 are not applicable to yourCompany.

INFORMATION AS TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS 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 ofConservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgoare not applicable during the year under review.

CODE OF CONDUCT

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

ACKNOWLEDGEMENT

Your Directors would like to thank shareholders bankers and all other businessassociates for the continuous support given by them to the Company and their confidence inits management.

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