Directors Report of North Eastern Carrying Corporation Ltd.

Mar 31, 2018

The Directors have immense pleasure in presenting the Thirty Third (33rd ) Annual Report together with the Audited Financial Statements of our Company for the Financial Year ended March 31, 2018.

1. FINANCIAL PERFORMANCE

The Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017 (transition date being April 1, 2016) pursuant to the notification issued by Ministry of Corporate Affairs dated February 16, 2015 regarding the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the financial results have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under. The results for the year ended March 31, 2017 have been restated to comply with Ind AS to make these comparable. The accounting policies have been consistently applied and the Management takes into cognizance all new as well as revised accounting standards on an ongoing basis.

The Key highlights of financial performance of your Company for the Financial Year 2017-18 were as under with comparative position of previous year''s performance:-

(Rs. in Lakhs

Particulars	2017-18	2016-17
Revenue from Operations	38,487.20	54,799.20
Expenses
a) Employee benefit Expense	1379.60	1313.35
b) Finance costs	714.22	805.45
c) Operating and other expenses	35572.0	51579.58
Total Expenses	37665.82	53698.38
Operating Profit (EBITDA)	821.38	1100.82
Depreciation and amortization expense	314.40	270.26
Operating Profit after Interest and Depreciation	560.98	830.56
Other Income	94.02	70.28
Profit before Tax	601.01	900.84
Tax Expenses	213.65	340.74
Net Profit for the year	387.36	560.10
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income	387.36	560.10

During the year, the revenue from operations declined to Rs. 38,487.20 Lakhs as against Rs. 54,799.20 Lakhs in the previous financial year 2016-17, recording a decline of 30%. Our Net profits declined to 387.36 Lakhs for the current financial year 2017-18 as against Rs. 560.10 Lakhs in the previous financial year 2016-17, recording a decline of 31 %.

2. STATE OF THE COMPANY’S AFFAIRS

The operational highlights of the Company during the year are as follows:-

- During the year, the Company has announced extension of Contract to earlier contract from TATA Steel Limited for a consideration of Rs. 50 crore. The revised gross contract value from TATA Steel now stands at Rs. 450 crore from earlier contract value Rs. 400 crore. The contract towards transportation from Sukinda mines now stands revised to Rs. 150 crore from earlier Rs. 100 crore to be executed and completed by December, 2018. Value of contract towards transportation from Joda mines continues to stand at Rs 300 cr. .

- Partial truck load Sundry Movement has declined from 58.17% in the previous year 2016-17 to 53.91% in the current year 2017-18.

- Full truck load grew by 46.09 % in the FY 2017-18 as compare to 41.83% in the previous year 2016-17.

- The Company is looking to expand its existing 1.5 mn. sq.ft warehousing capabilities over the next two years across 50 major Indian cities with its Asset Light approach which includes owned and leased under management. The Warehousing and distribution segment is to be headed by Mr. Utkarsh Jain.

- Continued focus on improving profitability by moving away from non profitable clients

- Top 5 customers contributed 33% of total revenues in FY 2017-18 as compared to 19% in FY 2016-17.

- Rating of Crisil BBB-/stable on our long-term debt

3. DIVIDEND

Your Company needs Capital for its expansion plans, therefore the Board of Director has decided to invest the profit into the operations of the Company. Hence, no dividend is recommended for the financial year ended 31st March, 2018.

4. SHARE CAPITAL

The issued and paid up share capital of the Company as on March 31, 2018 was Rs 5019.73 Lakhs divided into 5,01,97,336 equity shares of Rs. 10 each against the Authorized Share Capital of Rs. 5400.00 Lakhs divided into 5,40,00,000 equity shares of Rs.10 each.

5. TRANSFER TO RESERVES

The Company doesn''t propose to transfer any amount to General Reserve during the financial year 2017-18.

6. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-9 is placed on the website of the Company at www. neccgroup.com.

7. CORPORATE GOVERNANCE

We, at NECC, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Your Company has established and maintained a strong ethical environment, overseen by Board of Directors, where 3 out of 6 Directors are Independent. The Company''s practices and policies reflect the true spirit of Corporate Governance initiatives.

Your Company is in compliance of all mandatory requirements of Corporate Governance as stipulated as per Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015. In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms integral part of this Report (herein referred to Corporate Governance Report”).

8. BOARD & COMMITTEES OF BOARD

The details of the composition, terms of reference and number of meetings of the Board and its Committee held during the financial year 2017-18 are provided in the Corporate Governance Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149, 152 and 161(1) of the Companies Act, 2013 read with rules made there under and the Articles of Association of the Company, Mrs. Reena Gupta (DIN: 06966728), was appointed as Additional Director w.e.f 25th April, 2017 and to hold the office up to the date of 32nd Annual General Meeting of the Company. Further the shareholders of the Company at its Annual General Meeting held on 28th September, 2017 regularized her appointment as Director of the Company, not liable to retire by Rotation.

As per the provisions of the Companies Act, 2013 and in Articles of Association of the Company, Mr. Utkarsh Jain (DIN:05271884), shall retire by rotation in the ensuing 33rd Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors on recommendation of Nomination & Remuneration Committee recommends his re-appointment.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Sunil Kumar Jain as Managing Director and Mr. Utkarsh Jain as Whole Time Director of the Company for a period of 5 (five) years with effect from October 1, 2018, subject to approval of shareholders, on such terms as set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting as their current term of office is up to September 30, 2018.

The term of office of Mr. Manoj Kumar Jain, Mr. Mohak Jain and Mr. Utsav Jain, Independent Directors will expire on March 31, 2019. The Board of Directors on the basis of Performance Evaluation carried by Nomination and Remuneration Committee, recommends their re-appointment as Independent Directors for the second term of 5 (five) consecutive years on the expiry of their current term of office.

The Board of Directors hereby confirms and represent that none of the Directors of the Company are disqualified from being appointed as Director pursuant to Section 164 of the Companies Act, 2013. Mr. Manoj Kumar Jain, Mr. Mohak Jain and Mr. Utsav Jain, Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and in Listing Regulations.

Brief particulars and expertise of directors seeking appointment / reappointment together with their other directorships and committee memberships have been given in the annexure to the notice of the Annual General Meeting in accordance with the requirements of the Listing Regulations and applicable Secretarial Standards.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on date of this report:

1. Mr. Shyam Lal Yadav, Chief Financial Officer

2. Ms. Mamta Bisht, Company Secretary

10. DIRECTOR RESPONSIBILTY STATEMENT

With reference to Section 134(5) of the Companies Act, 2013, it is confirmed that:-

i. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards have been followed and no material departures have been made from the same;

ii. such accounting policies have been selected and applied consistently (except for changes in the Accounting Policies as disclosed in the Notes to Accounts to the Financial Statements) and judgments and estimates made 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 and Loss of the Company for the that period;

iii. proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

v. Internal financial controls have been laid down to be followed by the Company and such internal financial controls were adequate and operating effectively; and

vi. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and are operating effectively.

11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted 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, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

M/s Raj Achint & Associates, Chartered Accountants, the Statutory Auditors of the Company, has audited the financial statements included in the Annual Report and has issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

12. AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereafter, M/s Raj Achint & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company till the conclusion of 37th Annual General Meeting of the Company to be held in Calendar year 2022.

M/s Raj Achint & Associates, Chartered Accountants have furnished a certificate of their eligibility as per Section 141 of the Companies Act, 2013. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditor has not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Ashish Kumar Friends & Co., Practicing Company Secretaries (Certificate of Practice No.4056), New Delhi to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2018 is annexed to this report.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended March 31, 2018 do not contain any qualification, reservation, adverse remark or disclaimer.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY COMPANY

The Company has neither given any guarantee nor provided any security covered under the provision of Section 186 of the Companies Act, 2013 during the financial year 2017-18.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 and Regulation 23 of the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

The Particulars of contract or arrangement entered into by the Company with related parties as per the provisions of Section 188 of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 are disclosed in Form AOC-2, is annexed to this report.

The Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company''s website at website link:

http://www.neccgroup.com/wp-content/uploads/2016/03/Policy-on-Related-Party-Transaction-NECC.pdf

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

There are no significant particulars relating to Conservation of Energy, technology absorption under Rule 8(3) of Companies (Accounts) Rules, 2014 since your Company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. However, the Company has made intensive use of technology in its operation during the year under review.

16. PARTICULARS REGARDING EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not incurred any expenditure on Research & Development during the financial year 2017-18. Further, the Company has no earning or outgo in Foreign exchange as per Rule 8(3) of Companies (Accounts) Rules, 2014.

17. RISK MANAGEMENT

Risk Management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.

Although not mandatory as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as a measure of good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company''s performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company''s overall risk exposure and reviews the Risk Management Policy and structure.

The Company has a Risk Management Policy which outlines the manner in which the Company identifies, assesses, monitors and manages risk. As the Company belongs to transportation and Logistics Industry and in the opinion of the Board, the following are the risks which would threaten the existence of the Company:

- Material Handling

- Motor Vehicle Accidents

- Slips, Trips, And Falls

- Competition

- Medical Management

To recover the above-mentioned risks, the Company has adopted Risk Management Strategy which comprising of following stages:

- Risk identification

- Risk analysis

- Risk evaluation

- Risk treatment

- Risk monitoring and review

The Policy and Strategy is duly implemented and monitored in the Company. The Company has identified various risks and has taken various steps to mitigate them. The “Risk Management Policy” is available on the website of the Company at website link

http://neccgroup.com/wp-content/uploads/2015/02/Risk-managment-Policy.pdf

18. CORPORATE SOCIAL RESPONSIBILITY

The “Corporate Social Responsibility Policy” prepared in the line with the provisions of Section 135 of the Companies Act, 2013 and Rules thereunder, The Companies (Corporate Social Responsibility Policy) Rules, 2014 was approved by the Board of Directors of the Company. The “Corporate Social Responsibility Policy” is available on the website of the Company at website link http://neccgroup.com/wp-content/uploads/2015/02/CSR-Policy.pdf

During the Financial Year 2017-18, the Corporate Social Responsibility initiatives of the Company were continued with a view to integrated NECC''s business operations with social processes while recognizing the interests of its Stakeholders. While identifying such initiatives the Company has adopted an integrated approach to address the Community, societal and environmental concerns. During the year, the Company has undertaken various CSR activities in the fields of skill development programmes, education, social welfare, upliftment & empowerment of the neglected and under-privileged sections of the society, financially support by making donation to Sewa Bharti, NGO, sponsoring the Teacher''s Salary on monthly basis of “Unnati”, NGO project.

During the financial year 2017-18, your Company has spent a total expenditure of Rs. 9.92 Lakhs towards CSR Activities The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years was Rs. 840.61 Lakhs . It was hence required to spend Rs. 16.81 Lakhs on CSR activities during the Financial Year 2017-18, being 2% of the average net profits of the three immediately preceding financial years but due to avoidable circumstances and paucity of time, the Company has spent on the CSR activities less than the limits prescribed under Companies Act, 2013. The CSR activities are scalable with few new initiatives that may be considered in future and moving forward the Company will endeavor to spend the complete amount on CSR activities in accordance with the statutory requirements.

In terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on Corporate Social Responsibility activities is annexed to this Report.

19. FORMAL ANNUAL EVALUATION OF BOARD

During the year, the Board has carried out an Annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Chairman of the Committee also had interactions with each of the Directors and sought their feedback and suggestions on the overall Board Effectiveness and Directors performance.

A structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared based on the Guidance note issued by SEBI vide circular no, CMD/CIR/P/2017/004 dated 05.01.2017.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings, degree of fulfillment of key responsibilities, effectiveness of meetings etc.

In addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the Independent Directors reviewed the performance of the Non-Independent Directors and of the Board as a whole, performance of the Chairman of the Board taking into account the views of all the Directors, and the quality, quantity and timeliness of flow of information between the Company management and the Board and its sufficiency for the Board to effectively perform its duties.

20. SUBSIDAIRY COMPANY

During the year, “N.E.C.C. Retail Solutions Private Limited” is ceased to be the wholly owned subsidiary of the Company as the application for Strike of such wholly owned subsidiary was filed to Registrar of Companies, NCT of Delhi & Haryana on 25th November, 2017 pursuant to Section 248 of the Companies Act, 2013.As per MCA website, the status of Company is under process of Striking-off.

With respect to Striking-off of Subsidiary Company and closure of its Bank Account, the Company has not prepared its Financial Statements on Consolidation basis pursuant to Section 129 of the Companies Act, 2013.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report. None of the employees listed in the said Annexure is related to any Director of the Company.

22. HUMAN RESOURCE MANAGEMENT

Your Company has 250 offices including Branch offices across 28 states and the total Manpower of the Company as on March 31, 2018 was 532 employees which include Executives and Non-Executives. In order to increase the professional culture in the Company, 62 employees were appointed through Interview and written test during the year.

- TRAINING AND HUMAN RESOURCE DEVELOPMENT

As a measure of capacity building including up-gradation of employees'' skill and to ensure high delivery of performance, training and HRD continued to receive priority during the financial year.

Training and Human Resource policy of the Company aims and sharpening business skills and competence required for better employee performance and provides all possible opportunities and support to the employees to improve their performance and productivity. Training was also provided to promote better understanding of professional requirements as well as to aware employees towards socio-economic environment in which business of the Company is carried out.

During the financial year 2017-18, the following no. of training imparted and Skill development programmes organized by the Company:-

TRAINING	DATE	VENUE
Client & Claim Process	April 21,2017	CO-DELHI, CLAIM DEPT
GST software & its operation	September 23,2017 TILL October 12,2017	CO-DELHI,DAYABASTI, Q.ROAD, NOIDA, CHIKAMBERPUR, SWAROOP NAGAR, GURGAON
Personality Development	November 11, 2017 & November 20, 2017	CO-DELHI
ERP Program	December 16, 2017 & December 23, 2017	CO-DELHI
ERP Application	January 9, 2018	CO-DELHI
E-way bill preparation & its importance	January 20, 2018	CO-DELHI
Payroll Management	February 16, 2018	CO-DELHI

Sl. No	Particulars	No. of programs held during the year
1.	Training and Skill Development programs imparted to Executives & Non-executives	65

- REPRESENTATION OF WOMEN EMPLOYEES

As on March 31, 2018, the Company had 18 women employees, which represent 4% of the total work force. There is no discrimination of employees on the basis of gender. An internal compliant committee has been constituted to look after the welfare and provide protection against sexual harassment of women at workplace.

- AWARDS AND RECOGNITION TO EMPLOYEES

Employees'' management is the backbone of your Company and it is regarded as one of the important resources for the success of NECC. Over the years, your Company has strengthened its HR processes to ensure continual development and growth of its employees. In order to build the right organizational culture, the Company distributes various awards and recognition in terms of their performance, capabilities, communication skills, coordination etc. on quarterly or half yearly basis. Though NECC is an equal opportunity employer, special focus is given to employees for enhance their diversity and knowledge.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, every employer of a workplace shall constitute an “Internal Compliant Committee” for redressal of compliant(s) against sexual harassment of women employees. Accordingly, we have an Internal Compliant Committee which is constituted on March 27, 2017. Your Company has about 18 women employees in various cadres including Permanent, contractual, temporary and trainees. The Internal Compliant Committee aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Committee consists with following members:-

S. No.	Name & Designation	Post in the Internal Complaints Committee
1.	Ms. Mamta Rawat, Company Secretary	Presiding Officer & Chairperson
2.	Ms. Anita Mishra, Regional Accounts head	Member
3.	Mr. Vinod Nair, HR & Legal Head	Member

There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on March 31, 2018 for redress.

24. STATUTORY DISCLOSURES

1. There was no change in the nature of business of the Company during the financial year 2017-18.

2. The Company has not accepted any public deposits during the financial year 2017-18.

3. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

4. The Company maintains an adequate system of Internal Controls including suitable monitoring procedures, which ensure accurate and timely financial reporting of various transactions, efficiency of operations and compliance with statutory laws, regulations and Company policies. For more details, please refer to the “Management Discussion and Analysis” annexed to this report.

5. There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year i.e. March 31, 2018 and the date of this report.

6. The Company has not issued any Stock options to the Directors'' or any employee of the Company.

25. SECREATRIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

26. MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the companies Act, 2013, the Company is not required to maintain cost record and accounts for the financial year ended 31st March, 2018

27. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

All our corporate governance policies are available on our website i.e. www.neccgroup.com

28. STATUTORY AND OTHER INFORMATION REQUIREMENTS

Information required to be furnished as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions is annexed to this report as under:

Particulars	Annexure
Particulars of Contracts or Arrangement with Related Parties	I
Annual Report on CSR Activities	II
Secretarial Audit Report issued by the Secretarial Auditor of the Company	III
Particulars of Employees and Remuneration as per Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	IV

29. ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the continued support and goodwill of the esteemed Shareholders, Bankers, Financial Institutions, Business partners and other Stakeholders. The Directors also thank M/s Raj Achint & Assoiciates, Statutory Auditor and M/s Ashish Kumar Friends & Co., Secretarial Auditor for their valued contribution. The Directors also sincerely appreciate and thank all the employees of the Company for their valuable contribution and dedicated efforts in steering the Company to excellent performance for yet another year in succession.

On Behalf of the Board of Director of

North Eastern Carrying Corporation Limited

Sd/-

(Sunil Kumar Jain)

Chairman & Managing Director

Place: Delhi DIN: 00010695

Date: 13th August, 2018

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present their 30th Directors' Report together with the Audited Financial Statements for the Financial Year ended March 31, 2015

1. FINANCIAL PERFORMANCE:

The Financial Result of the Company for the Financial Year under report are as under: (Rs. Rupees)

Particulars For the year ended 31.03.2015 31.03.2014

Profit before Depreciation 11,84,33,077 12,87,30,327 & Income Tax

Less: Depreciation 3,30,56,822 3,66,19,203

Profit after depreciation 8,53,76,255 921,11,124

Less: Provision for:

Income Tax 2,82,99,985 3,69,82,720

Wealth Tax 0 25,000

Less/ Add: Deferred tax 2,32,057 54,14,665 Saving/Liability

Add/Less : Previous year adjustment 18,64,543 22,50,084

Profit After Taxation 5,54,43,784 6,27,68,153

Add: Profit brought Forward 11,51,02,313 5,23,34,159

Balance Carried over to 17,05,46,097 11,51,02,313 Balance Sheet

2. EXTRACT OF ANNUAL RETURN:

The Extracts of the Annual Return are enclosed herewith to this Directors Report in Form MGT-9 as "Annexure I".

3. DIVIDEND:

Your Company needs Capital for its expansion plans, therefore the Board of Director has decided to invest the profit into the operation of the Company. Hence, no dividend is recommended for the year ended 31st March, 2015.

4. SHARE CAPITAL:

During the period under review the Company has not issued/allotted any share Capital.

However as on date the total Paid-up Capital of the Company is Rs. 50,19,73,360/- comprising of 5,01,97,336 equity shares of Rs. 10/- each. The Equity Shares of the Company are listed on Bombay Stock Exchange Limited & Delhi Stock Exchange Limited.

5. DIRECTORS:

Mr. Utkarsh Jain, Non- Executive Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment. His re-appointment is subject to the approval of members at the ensuing Annual General Meeting.

6. DIRECTORS QUALIFICATION:

The Board of Directors hereby confirm and represent that none of the Directors of the Company are disqualified from being appointed as Director u/s 164 of the Companies Act, 2013.

7. DIRECTORS RESPONSIBILITY STATEMENT U/s. 134:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii. 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 and Loss of the Company for the that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. The Directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

8. STATEMENT ON DECLARATION GIVEN BY INDEPENDANT DIRECTORS:

Mr. Utsav Jain Mr. Manoj Kumar Jain Mr. Mohak Jain

were the Independent Directors on the Board during the year being more than one third of the total strength of the Board and have remained Independent throughout the year as contemplated in sub section (6) of Section 149.

9. NUMBER OF BOARD MEETINGS:

The Board of Directors has duly met 9 times on 30.05.2014, 21.07.2014, 13.08.2014, 18.08.2014, 30.08.2014, 30.09.2014, 12.11.2014, 20.01.2015 and 12.02.2015

Else than the above stated Meetings one Meeting of Independent Directors was held on 26.12.2014 to discuss the performance of the Board as whole and Director's independently.

10. FORMAL ANNUAL EVALUATION OF BOARD:

The formal annual evaluation of the Board, Directors and Committees of the Company has been done on the following criteria:

(a) Attendance and contribution at Board and Committee meetings

(b) His/her stature, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company's value and standards.

(c) His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.

(d) His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

(e) Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

(f) Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.

(g) Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

(h) His/her global presence, rational, physical and metal fitness, broader thinking, vision on corporate social responsibility etc.

(i) His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

11. AUDIT COMMITTEE:

The Company has duly constituted Audit Committee comprising of Mr. Manoj Kumar Jain, Mr. Mohak Jain and Mr. Utsav Jain all being the Independent Directors.

Further all the Members of the Audit Committee including Chairman posses adequate Financial Knowledge

12. PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of the Companies Act, 2013 and the rules framed there under.

13. INFORMATION PURSUANT TO LISTING AGREEMENT WITH BOMBAY STOCK EXCHANGE LIMITED & DELHI STOCK EXCHANGE LIMITED:

The name and address of the Stock Exchange where the Company's shares are listed:-

The BSE Limited The Delhi Stock Exchange Limited Phiroze Jeejeebhoy Towers, 3 & 4/4 B, Asaf Ali Road, Dalal Street, Mumbai-4000 01 New Delhi - 110002

However Securities and Exchange Board of India ("SEBI") has cancelled the recognition of all non- operational Stock Exchanges including Delhi Stock Exchange Limited vide its Circular dated 29.12.2008, 30.05.2012 and 17.04.2015. But as your Company is listed on Bombay Stock Exchange hence till it not affect the Listed Status of your Company.

14. RISK MANAGEMENT POLICY:

In the opinion of the Board, following are the risks which would threaten the existence of the Company:

* Material Handling * Motor Vehicle Accidents * Slips, Trips, And Falls * Competition

Your Company has risk management team constituting the professionals and functional specialists who critically examines and audit the adequacy, relevancy, efficiency and effectiveness of the control system, compliance with policies. The Companies Risk Management Strategy has five stages comprising of following stages:

* Risk identification * Risk analysis * Risk evaluation * Risk treatment * Risk monitoring and review

The Policy and Strategy is duly implemented and monitored in the Company.

15. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company has duly established a Nomination and Remuneration Committee. The Board has duly adopted the policy with respect to remuneration for the Directors, Key Managerial Personnel and other Senior Management employees. The policy is annexed herewith as "Annexure II"

16. STATUTORY AUDITORS:

M/s Sanghi & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company form the conclusion of previous Annual General Meeting to the Sixth Annual General Meeting subject to ratification of Members at every Annual General Meeting. M/s Sanghi & Company, Chartered Accountants being eligible offer themselves for ratification at this Annual General Meeting to continue their Term upto sixth Annual General Meeting from the conclusion of previous Annual General Meeting.

17. AUDITORS REPORT:

Auditors Report on the final accounts of the Company is attached herewith. The Auditor's Report does not contain any adverse remark.

18. ACCOUNTING STANDARDS:

The Institute of Chartered Accountants of India has introduced various Accounting Standards to make the financial statements and disclosures in line with the international accounting practices and disclosures. Your Company duly follows all the notified Accounting Standards for the preparing of Financial Statements of the Company.

19. SECRETARIAL AUDIT:

M/s. Ashish Kumar & Friends, Company Secretaries Firm was appointed as Secretarial Auditor of the Company for the purposes of Secretarial Audit for the year ended 31st March, 2015 at its Board Meeting held on 18.08.2014.

Secretarial Audit Report as given by M/s Ashish Kumar & Friends in terms of Section 204 (1) is enclosed as "Annexure III". There are no qualifications in the Secretarial Audit Report.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend 2% i.e. (Rs. 17,00,000/-) of its Net profit for CSR activities but as the Company was engaged in expansion of its business activities, the company was required to spend substantial amount of profit for acquisition of Vehicles for the proposed expansion hence was able to spend only 1.31% i.e. (Rs. 11,20,000/-). The Annual Report on the CSR activities is enclosed as "Annexure IV".

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

There is nothing to be disclosed in respect of Conservation of Energy, From A of Companies (Disclosure of particulars in the Report of Board of Director) Rules, 1988 does not apply to your Company since the Company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. The foreign exchange outgo is Nil/-

22. CORPORATE GOVERNANCE:

Your Company believes in achieving highest standard of Corporate Governance. A Separate report on the Corporate Governance and Management Discussion and Analysis Report is annexed as "Annexure V" as part of this Director Report.

23. LOANS, GAURANTEES AND INVESTMENTS BY COMPANY

The Company has not given any loan or guarantee or security or made any investment during the financial year.

24. RELATED PARTIES TRANSACTION:

In Form AOC-2 enclosed as "Annexure VI".

25. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER:

Sl Particulars No.

i) the ratio of the remuneration Name of the Director: Ratio: of each director to the median Mr. Sunil Kumar Jain 30.15:1 remuneration of the employees of the company for the financial year

ii) Percentage increase in Mr. Sunil Kumar Jain Percentage remuneration of each : Nil director and CEO in the financial year

iii) Percentage increase in the median remuneration Percentage in the financial year of employees : 4.73%

iv) Number of permanent employees on the rolls Number of company; : 524

v) Explanation on the relationship Explanation: The Business as between average increase in well as the profit of the remuneration and company Company has decreased hence the performance Company has not increased the salary much.

vi) Comparison of the remuneration Comparison: The Business as of as the profit of the Key well the Company has Managerial Personnel against has not not increased their decreased hence the Company salary much. the performance of the company;

vii) The key parameters for any Key Parameters: component of variable Not Availed remuneration availed by the directors

viii) The ratio of the remuneration Name: Ratio: of the highest paid director to Mr. Sunil Not Employee that of the employees who are not Kumar Jain is paid salary directors but receive in excess of remuneration in excess Managing of the highest paid director Director during the year.

ix) Affirmation The Board affirms that the remuneration is as per the remuneration policy of the company

26. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

Mr. Sunil Kumar Jain, Managing Director of the Company, is in receipt of Rs. 3,00,000/- (Rupees Three Lacs) per Month as remuneration.

27. SUBSIDIARY COMPANY:

During the period under review your Company has only one wholly owned Subsidiary in the name and style of 'N.E.C.C. Retail Solutions Private Limited' incorporated on 14th February, 2013.

28. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Name and Registered % Holding Particulars Amount office of the (Rs.) Subsidiary/Associate/ joint venture company

100% Income Earned During the year -

Profit before Taxes (16,836) & Other adjustments

N.E.C.C. Retail Solutions Add prior period Private Limited income - Profit before Taxes (16,836)

Less: Provisions for Taxes -

Less: Current Tax -

Add/ (Less): Deferred Tax -

Profit for the period (16,836)

Profits carried (66,227) forward from previous year

Less proposed Dividend -

Less Dividend Distribution Tax -

Profits c/f to Balance Sheet (83,063)

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has about 20 women employees in various cadres. The Company has a Protection of women against Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up in the Company to redress complaints received who directly report to the Chairman & Managing Director of the Company. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redress.

30. ACKNOWLEDGEMENT

The directors acknowledge the dedicated services of the employees of the Company during the year under review:

On Behalf of the Board of Director of North Eastern Carrying Cor ration limited

Sunil Kumar Jain Chairman & Managing Director Place: Delhi DIN: 00010695 Date: 28.05.2015 C-3/15, Ashok Vihar, Phase-ll, Delhi - 110052

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Mar 31, 2013

TO THE SHAREHOLDERS

The Directors take pleasure in presenting the Twenty -Eighth Annual Report on die business and operation of the Company and the Audited Statement jell Accounts for the year ended March 31st, 2013.

11 FINANCIAL PERFORMANCE

The Financial Result of the Company for the year under report is as under

(Rs. Rupees)

Particulars For the year ended

31.03.2013 31.03.2013

Profit before Depredation &. Income Tax 116253289 113SI7264

Less:Depreciation 34911135 33511274

Profit after depreciation ll342154 80305990

Less: Provision Ion

Income Tax 29327214 29252010

Wealth Tax 0 25000

Less/ Add; Deferred tax Saving/Liability 0 2255479

AdcyLess : Previous year adjustment 0 (540369)

Frnfit After Taxation 52014940 5 2744060

Add: Profit brought Forward 224650366 172I06306

Less : Profits used for distributing Bonus Shares 224531149 0

Balance Carried over to Balance Sheet 52334159 224850368

2, DIVIDEND

Your Company needs capital for its expansion plans, therefore the board has decided to invest the profit into the operation of the Company- lienee, no dividend is recommended for the year ended 31st March, 2013.

3, SUBSIDIARY COMPANY

During the period under review, your Company has incur'' porated a wholly owned Subsidiary Company in the name and style of JN.E,C.C, Retail Solutions Private Limited'' incorporated on I4Ul February, 2013. However as on 31-03-2013 tree Company has no Investments and the subsidiary'' has not commenced any operations till 31.03.2013.

4, SHARE CAPITAL & LISTING OF SHARES

During the period under review, your Company had issued and allotted 3,76,4S,002 bonus equity shares of Ks. 10/- each to its share holders in the ratio of 3:1 Consequently, the total Paid-up Capital of the Company has increased from Rs. 12,54,93,340/- comprising of 1,25,4934 equity shares of Rs. 10/- each to Rs. 50,19,73,360/- comp rising of 5,01,97,336 equity shares of Rs. 10/- each.

The Equity Shares of the Company are listed on BSE LIMITED dated AUGUST 10, 2012 & Delhi Slock Exchange Limited. Your Company has paid the Annual Listing fee and Annual Custody fees to the Stock Exchanges and Depositories up-to-date.

5. DIRECTORS

Mr, Manoj Kumar Jain, Non- Executive arid Independent Di ret tin of the Company retire by rotation and being eligible; offer himself for re-appointment. Tlieir re-appointment is subject lo the approval of members at the ensuing Annual General Meeting.

6. SUDDEN DEMISE OF SH. J AS WANT RAl JAIN, THE FOUNDER OF YOUR COiMPANY

Sh. J as want Rai Jain, the director of the Company, has expired on J7lh January, 2013.

7. RESIGNATION OF MR. SANJEEV JAIN & MR. ROSI1AN DABRIWAt FROM THE DlRECrORS R OF THE COMFANY

Mr, Sanjccv Jain & Mr. Roshan Dabriwal, the directors of the Company have resigned from the office during the Financial Year 2012-20J3.

8. AUDITORS REPORT

Auditors Report on the final accounts of the Company is attached herewith. The Auditor''s Report does not contain any adverse remark.

y. AUDITORS

Wi Sanghi & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment to hold from the conclusion of tins Annual General fleeting tf[J the conclusion to next Annual General MccLing.

10. PUBLIC DEPOSIT

The Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under, "

13. PARTICULARS OF EMPLOYEES;

Profit are as required under Station 217{2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are NIL since none of the employees during the year has earned a monthly remuneration of Rs, 5,00,000/- or more.

14. DIRECTORS QUALIFICATION U/s, 274(1)(g):

The Hoard of Directors hereby confirm and represent that none of the directors of the Company is disqualified from feeing appointed as injector U/s. 27-1 (1) (g) of (lie Companies Act, 1956

15. DIRECTORS RESPONSIBILITY STATEMENT U/s, 217 (2 A A):

(a) I he applicable accounting standards along with proper explanations'' relating to material departures have been followed in the preparation of the annual accounts. .

(b) Rhee 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 as at March 31st, 2013 and of the Profit/Loss of the Company for the year ended March 31st,, 2013.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the pi''o vis ions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on a going concern basis.

16. CORPORATE GOVERNANCE:

Your Company believes in achieving highest standard of Corporate Governance. A Separate report on the Corporate Governance and Management discussion and Analysis is enclosed as part of this Director Report.

17. ACCOUNTING STANDARDS:

The Institute of Chartered Accountants of India has introduced various Accounting Standards to make the financial statements and disclosures in line with the international accounting practices and disclosures. The main accounting standards implemented by your Company are AS - Related Party Disclosure, AS 20 - Earning per Shares and AS 22 - Accounting for Taxes on Income. There is nothing to be disclosed under AS 17, Segment Reporting since there is no business segment of geographical segments which a reportable segment is based on the definitions, contained in the accounting standard.

18. ACKNOWLEDGEMENT

The directors acknowledge the dedicated services of the employees of the Company during the year under review:

On behalf of the lioard of Directors of

North Eastern Carrying Corpoeat on Limited

Place; Delhi Sunii Knmai Jain

Date: 30th May, 2013 (Chairman)

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty-Seventh Annual Reports on the business and operation of the Company and the Audited Statement of Accounts for the year ended March 31st, 2012.

1. FINANCIAL PERFORMANCE

The Financial Result of the Company for the year under report is as under:

(Rs. Rupees)

Particulars For the year ended

31.03.2012 31.03.2011

Profit before Depreciation & Income Tax 113817264 103683270

Less: Depreciation 33511274 30952727

Profit after depreciation 80305990 72730543

Less: Provision for:

Income Tax 29252040 22043455

Wealth Tax 25000 25000

Less/Add: Deferred tax Saving/Liability 2255479 (2028838)

Add/Less: Previous year adjustment (540369) 513086

Profit After Taxation 52744060 49146336

Add: Profit brought Forward 172106308 122959972

Balance Carried over to Balance Sheet 224850368 172106308

2. DIVIDEND

Your Company needs capital for its expansion plans, therefore the board has decided to invest the profit into the operation of the Company. Hence, no dividend is recommended for the year ended 31st March, 2012.

3. DIRECTORS

Mr. Mohak Jain and Mr. Roshan Dabriwal, Directors of the Company retire by rotation and being eligible, offer there selves for re-appointment. Their re-appointment is subject to the approval of members at the ensuing Annual General Meeting.

4. AUDITORS REPORT

Auditors Report on the final accounts of the Company is attached herewith. The Auditor's Report does not contain any adverse remark.

5. AUDITORS

M/s Sanghi & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment to hold from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

6. PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

There is nothing to be disclosed in respect of Conservation of Energy, From A of Companies (Disclosure of particulars in the Report of Board of Director) Rules, 1988 does not apply to your Company since the Company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. The foreign exchange outgo is Nil/-.

8. INFORMATION PURSUANT TO LISTING AGREEMENT WITH DSE:

The name and address of the Stock Exchange where the Company's shares is listed:-

The Delhi Stock Exchange Limited 3 & 4/4B, Asaf Ali Road, New Delhi -110002

The listing fee for 2012-13 has been paid and there being neither de-listing nor suspension of shares from Trading during the year under review.

9. PARTICULARS OF EMPLOYEES:

Particulars as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are NIL since none of the employees during the year has earned a monthly remuneration of Rs. 5,00,000/- or more.

10. DIRECTORS QUALIFICATION U/s. 274(1)(G):

The Board of Directors hereby confirm and represent that none of the directors of the Company is disqualified from being appointed as director U/s. 274 (1) (g) of the Companies Act, 1956.

11. DIRECTORS RESPONSIBILITY STATEMENT U/s. 217 (2AA):

(a) The applicable accounting standards along with proper explanations relating to material departures have been followed in the preparation of the annual accounts.

(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 as at March 31st, 2012 and of the Profit/Loss of the Company for the year ended March 31st, 2012.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting 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.

(d) The directors have prepared the annual accounts on a going concern basis.

12. CORPORATE GOVERNANCE:

Your Company believes in achieving highest standard of Corporate Governance. A Separate report on the Corporate Governance and Management Discussion and Analysis is enclosed as part of this Director Report.

13. ACCOUNTING STANDARDS:

The Institute of Chartered Accountants of India has introduced various Accounting Standards to make the financial statements and disclosures in line with the international accounting practices and disclosures. The main accounting standards implemented by your company are AS 18 - Related Party Disclosure, AS 20 - Earning per Shares and AS 22 - Accounting for Taxes on Income. There is nothing to be disclosed under AS 17, Segment Reporting since there is no business segment of geographical segments which a reportable segment is based on the definitions, contained in the accounting standard.

14. ACKNOWLEDGEMENT

The directors acknowledge the dedicated services of the employees of the Company during the year under review-

On behalf of the Board of Directors of North Eastern Carrying Corporation Limited

Sunil Kumar Jain (Chairman)

Place: Delhi Date: 30th May, 2012

---

Mar 31, 2011

The Directors have pleasure in presenting the twenty-Sixth Annual Reports on the business and operation of the company and the Audited Statement of Accounts for the year ended March 31st, 2011.

1. FINANCIAL PERFORMANCE

The Financial Result of the company for the year under report is as under:

(In Rupees)

Particulars For the year ended

31.03.2011 31.03.2010

Profit before Depreciation & Income Tax 103683270 76062064

Less; Depreciation 30952727 25087231

Profit after deprecation 72730543 50974833

Less: Provision for

Income Tax 22043455 17200000

Fringe Benefit Tax

Wealth Tax 25000 25000

Less Add: Deferred tax Saving/Liability 2028838 419

Add/Less: Previous year adjustment 513086 (1310318)

Profit After Taxation 49146336 32439096

Add: Profit brought Forward 122959972 90520876

Balance Carried over to Balance Sheet 472106308 122959972

2. DIVIDEND

Your company needs capital for its expansion plans, therefore the board has decided to invest the profit into the operation of the company, Hence no dividend for the year ended 31st march, 2011

3. DIRECTORS

Mr. Praveen Jain and Mr. Sanjeev Jain, Directors of the company retire by rotation and being eligible, offer there selves for re-appointment. Their reappointment is subject to the approval of members at the ensuing Annual General Meeting. Mr. Utsav Jain was also appointed as additional director w.e.t 04.01.2011. The term of Mr. Utsav Jain as additional director expires at the ensuing Annual General Meeting. However, the company has received a notice under section 257(1) of the companies Act 1956 proposing Mr. Utsav Jain as director. The Board has recommended the resolution for shareholders approval.

4. AUDITORS REPORT

Auditors report on the final account of the company is attached herewith. The auditor's report does not contain any adverse remark.

5. AUDITORS

M/s Sanghi & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment to hold from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

6. PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956 and the rules framed there under.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

There is nothing to be disclosed in respect of Conservation of Energy, From A of Companies (Disclosure of particulars in the Report of Board of Director) Rules, 1988 does not apply to your company since the company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. The foreign exchange outgo is Nil/-

8. INFORMATION PURSUANT TO LISTING AGREEMENT WITH DSE:

The name and address of the Stock Exchange where the Company's shares is listed:-

The Delhi Stock Exchange Limited

3 & 4/4 Asaf Ali Road,

New Delhi-110002

The listing fee for 2011-12 has been paid and there being neither de-listing nor suspension of shares from Trading during the year under review.

9. PATICULARS OF EMPLOYEES:

Particulars as required under Section 217(2A) of the Companies Act, 1956 read.with companies (Particulars of Employees) Rules, 1975 are Nil since none of the employees during the year has earned a monthly remuneration of Rs, 500000/- or more.

10. DIRECTORS QUALIFICATION U/s.274(1)(G):

The Board of Directors hereby confirm and represent that none of the directors of the company is disqualified from being appointed as director U/s.274(1)(g) of the Companies Act, 1956.

11. DIRECTORS RESPONSIBILITY STATEMENT U/s.217 (2AA):

(a) The applicable accounting standards along with proper explanations relation to material departures have been followed in the preparatory of the annual accounts.

(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 as at March 31st, 2011 and of the profit/loss of the company for the year ended March 31st 2011.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting 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.

(d) The directors have prepared the annual accounts on a going concern basis.

12. CORPORATE GOVERNANCE:

Your Company believes in achieving highest standard of Corporate Governance. A Separate report on the Corporate Governance and Management Discussion and Analysis is enclosed as part of this Director Report.

13. ACCOUNTING STANDARDS:

The Institute of Chartered Accountants of India has introduced various Accounting Standards to make the financial statements and disclosures in line with the international accounting practices and disclosures. The main accounting standards implemented by your company are AS 18 - Related Party Disclosure, AS 20 - Earning per Shares and AS 22 - Accounting for Taxes on Income. There is nothing to be disclosed under AS 17, Segment Reporting since there is no business segment of geographical segments which a reportable segment is based on the definitions, contained in the accounting standard.

14. ACKNOWLEDGEMENT

The directors acknowledge the dedicated services of the employees of the company during the year under review:

On behalf of the Board of Directors of

North Eastern Carrying Corporation Limited

Place: Delhi Sunil Kumar Jain

Date : 30th May, 2011 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the Company and the Audited statement of Accounts for the year ended March 31st, 2009.

1. FINANCIAL RESULTS:

The Financial results of the Company for the year under report are as under:

(Rupees In Lacs)

Particulars For the For the year ended year ended 31.03.2009 31.03.2008

Profit before Depreciation & I.Tax 55,997,432 47,998,097

Less: Depreciation 20,449,059 18,011,485

Profit after depreciation 35,548,373 29,986,612

Less: Provision for Income Tax 9,444,563 10,057,345

Less: Provision for Fringe Benefit Tax 1,296,751 1,198,340

Less: Provision for Wealth Tax 25,000 25,000

Add/(Less): Deferred Tax Saving/(Liability) 2,695,572 (529,950)

Add/(Less): Previous Year Adjustment 43,900 -

Profit After Taxation 22,139,449 19,235,877

Add: Profits Brought Forward 68,381,426 49,145,549

Balance Carried Over to Balance Sheet 90,520,875 68,381,426

2. DIVIDEND:

Due to inadequate profit, no dividend has been recommended for the year. No transfer to reserves is made.

3. DIRECTORS:

Shri Sanjeev Jain, Shri Praveen Kumar Jain and Shri Roshan Dabriwal, Directors of the company, retire by rotation and being eligible offer themselves for reappointment. Their re-appointment is subject to the approval of members at the ensuing Annual General Meeting. Mr. Vinay Jain and Mr. Manoj Jain, who were appointed as Additional Directors, offer themselves for appointment as Directors.

4. AUDITORS' REPORT:

Auditor's Report on the Final Accounts of the Company is attached herewith. The auditor's report does not contain any adverse remark.

5. AUDITORS:

M/s SANGHI & COMPANY, Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

6. PUBLIC DEPOSITS:

The company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules framed there under.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

There is nothing to be disclosed in respect of Conservation of Energy, Form A of Companies (Disclosure of particulars in the Report of Board of Director) Rules, 1988 does not apply to your Company since the company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. The foreign exchange outgo is NIL/-

8. INFORMATION PURSUANT TO LISTING AGREEMENT WITH DSE:

The names and addresses of the Stock Exchanges where the Company' s shares are listed:- The Delhi Stock Exchange Association Limited 3 & 4/4 B, Asaf Ali Road, New Delhi – 110 002.

The listing fee for 2008-09 has been paid and there being neither de-listing nor suspension of shares from Trading during the year under review.

9. PARTICULARS OF EMPLOYEES:

Particulars as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are NIL since none of the employees during the year has earned a monthly remuneration of Rs.200000/- or more.

10. DIRECTORS QUALIFICATION U/s. 274(1)(g):

The Board of Directors hereby confirm and represent that none of the directors of the company is disqualified from being appointed as director U/s. 274(1)(g) of the Companies Act, 1956.

11. DIRECTORS RESPONSIBILITY STATEMENT U/s. 217(2AA):

(a) The applicable accounting standards along with proper explanations relating to material departures have been followed in the preparation of the annual accounts.

(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 as at March 31st, 2009 and of the profit/loss of the company for the year ended March 31st, 2009.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting 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.

(d) The directors have prepared the annual accounts on a going concern basis.

12. CORPORATE GOVERNANCE:

Your Company believes in achieving highest standard of Corporate Governance. A Separate report on the Corporate Governance and management discussion and analysis is attached.

13. ACCOUNTING STANDARDS:

The Institute of Chartered Accountants of India has introduced various Accounting Standards to make the financial statements and disclosures in line with the international accounting practices and disclosures. The main accounting standards implemented by your company are AS 18 - Related Party Disclosure, AS 20 – Earning Per Share and AS 22 – Accounting for Taxes on Income. There is nothing to be disclosed under AS 17 – Segment Reporting since there is no business segment or geographical segment, which is a reportable segment based on the definitions contained in the accounting standard.

14. ACKNOWLEDGEMENT

The directors acknowledge the dedicated services of the employees of the company during the year under review.

On behalf of the Board of Directors of

NORTH EASTERN CARRYING CORPORATION LIMITED

Place: Delhi (Jaswant Rai Jain) (Sunil Kumar Jain)

Date: 30.06.2009 Director Director