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Neptune Exports Ltd.

BSE: 512522 Sector: Others
NSE: N.A. ISIN Code: INE066X01015
BSE 05:30 | 01 Jan Neptune Exports Ltd
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Neptune Exports Ltd. (NEPTUNEEXPORTS) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting their AnnualReport together with the Audited Accounts for the Financial year ended 31stMarch 2017.

COMPANY PERFORMANCE

2016-2017 2015-2016
FINANCIAL RESULTS Rs. Ra
Total Revenue 10097368 9210342
Profit/(Loss) before Depredation (86489390) 4253649
Less: Depredation 3551256 3551256
Net Profit/(Loss) before Tax (88040446) 2702393
Less: Provision for Taxation 3947975 295000
Net Profit/ (Loss) after Tax (8998$423) 2407393
Add: Opening Balance in Statement of Profit & loss 169876593 167469200
Closing Balance 7988$ 172 169876593

DIVIDEND

In view of the losses incurred by the Company the Directors have notrecommended any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3} of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportfor the year under review is appended below:

A. BUSINESS

Your Company is engaged in the business of exporting tea. However thesaid business is presently under suspension.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the year under review your Company had incurred a Net Loss ofRs. 8.80 Crores which was mainly due to the Loss on Sale of certain Non Current and NonTrade Investments made by the Company. The said loss being of exceptional nature theBoard feels that the same would not impact the Company's financial performance in thefuture. Even after such losses in the current year your Company has Accumulated Reservesof Rs. 14.99 Crores as on 31.03.2017.

The Board of your Company is exploring alternatives for improving itsoperations for long term growth.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect continuous improvement in itsoperations. However the Company is exposed to threats and risks as faced by otherorganizations in general and those engaged in similar business like adverse changes inthe general economic and market conditions changes in Government policies and regulationsetc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with thenature of its business and size of its operations. The objectives of these procedures areto ensure efficient use and protection of Company's resources accuracy in financialreports and due compliance of applicable statutes and Company's norms policies andprocedures.

The Internal Audit Report the progress in implementation ofrecommendations contained in such reports and the adequacy of Internal Control Systems arereviewed by the Audit Committee of the Board in its periodical meetings.

E. HUMAN RESOURCES

The employees of the Company are fully committed towards the growth ofthe Company and there was no loss of work or any problem during the year with respect tothem.

CORPORATE GOVERNANCE

The Company has always followed the principles of good CorporateGovernance through professionalism accountability transparency and integrity in itsfunctioning and conduct of business with due respect to laws and regulations. Necessarymeasures have been adopted to comply with the requirements of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate Report on CorporateGovernance as prescribed by the Listing regulations forms part of the Annual Report2016-17 along with the Auditors' Certificate on its compliance in Annexure A.

DIRECTORS

Mr. V. N. Agarwal Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. His Brief Resume isattached to the Notice of the ensuing Annual General Meeting.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2016-17 Four (4) Board Meetings were held on26th May 2016 9th August 2016 7th November 2016 and2nd February 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Boardof Directors confirms that:-

(a) in the preparation of the Annual Accounts for the Financial Yearended 31st March 2017 the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the company for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a"going concern" basis;

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that ofthe Committees and of Individual Directors by seeking inputs on various aspects ofBoard/Committee Governance and considered and discussed in details the inputs receivedfrom the Directors.

The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices participation in strategic planning andfulfillment of their obligations including but not limited to their participation in theBoard/Committee Meetings.

INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors meet the criteria of being Independent asprescribed in The Companies Act 2013 and an Independency Certificate from them have beenobtained.

AUDITORS

M/s Amitava Sarkar & Co. Chartered Accountants the existingStatutory Auditors hold office till the conclusion of the ensuing AGM and would have tovacate the same on its conclusion in terms of Section 139(2) of the Companies Act 2013dealing with rotation of Auditors.

Your Board has therefore proposed to appoint M/s S. Ghose & Co.LLP Chartered Accountants (Firm Registration No. 302184E) as the Statutory Auditors ofthe Company for a term of 5 years commencing from Financial Year 2017-18 and to hold thesaid office from the conclusion of the ensuing AGM till the conclusion of the AGM to beheld in the Year 2022 (subject to ratification of their appointment at each interveningAGM). M/s S. Ghose & Co. LLP Chartered Accountants have expressed their willingnessto act as such if so appointed. The necessary resolution for their appointment isincluded in the Notice of the ensuing AGM.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 the extractof Annual Return in form MGT-9 pursuant to Rule 12 of the Companies (Management andAdministration) Rules 2014 is annexed herewith as Annexure B as part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Rules there under the Board of Directors of the Company had appointed CS RinkuGupta Practicing Company Secretary to conduct the Secretarial Audit. The SecretarialAudit Report for the financial year ended 31.03.2017 is annexed herewith as Annexure C aspart of this Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with itsRelated Parties during the financial year were on arm's length basis and in the ordinarycourse of business. The transactions with Related Parties are disclosed in the Notes tothe Financial Statements.

VIGIL MECHANISM

In terms of Section 177(9) & (10) of The Companies Act 2013 aVigil Mechanism of Directors and Employees has been established details of which aregiven in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures in terms of section 197(12) of the Companies Act 2013 andthe rules made there under are not applicable to the company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo as required under section 134(3)(m) of The CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are not applicable to the company.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders bankers and all otherbusiness associates for the continuous support given by them to the Company and theirconfidence in its management.

FOR AND ON BEHALF OF THE BOARD

PLACE: KOLKATA
DATE: 28th APRIL 2017
DIRECTORS