Directors Report of Neelkanth Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty-fifth Annual Report on the state of affairs of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1. Financial Highlights:

The financial results for the year ended 31st March 2015 are as under:

(Rs.in Lacs)

Particulars For the year For the year ended ended March 31, 2015 March 31, 2014

Revenue from operations & other income 983.53 573.42

Total expenses excluding depreciation 930.71 528.27

Profit for the year before providing Depreciation and Taxation 52.82 45.15

Less :- Provision for Depreciation 40.15 37.30

Profit Before Extraordinary items & Tax 12.67 7.85

Add:- Extraordinary item (Loss) 1.09 0

Profit before tax 13.67 7.85

Less: - Provision for Taxation (Net)

- Income Tax (2.61) (2.40)

- Deferred Tax(Asset)/ Liability 53.31 (4.05)

Profit/ (Loss) after Tax 64.38 1.41

Add:- Income Tax adjustment earlier - - year (Net)

Add:- Balance brought forward from 34.78 33.37 previous year

Less:- Depreciation on assets completing (68.20) 0 useful life

Balance carried to Balance Sheet 30.96 34.78

Financial Review:

During the period under review, the Company's income from sales & Services stood at Rs. 9,83,53,732 as compared to Rs. 5,73,42,142 in 2013-2014. The Profit before tax was Rs. 13,67,453 as against Profit of Rs. 7,85,917 in the previous year. The Profit after tax was Rs. 64,37,892 as against profit of Rs. 1,41,218 in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

Capital expenditure on tangible assets - standalone

This year, on a standalone basis, we capitalized Rs.55,46,144. This comprises Rs.38,33,800 for investment in Buildings, Rs.3,19,339 for Plant and Machinery/Electrical Installation,Rs.5,75,505 for Furniture and Fixtures / Office Equipments and balance Rs.8,17,500 on Weigh Bridge. In the previous year, we capitalized Rs.9,82,18,524. This comprised of Rs.9,78,03,069 for investment in Building, Rs.1,56,685 for Plant and Machinery/Electrical Installation and the balance of Rs.2,58,770 for Furniture and Fixtures.

Borrowings

Long term borrowings of the Company stood at Rs.18,21,15,594 at the end of Financial Year 2014-15. In the previous year the same stood at Rs.14,71,09,445.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Dividend:

In order to conserve the financial resources for future growth, the Board of Directors do not recommend any payment of Dividend for the year under review.

Transfer to Reserves:

Company proposes to transfer Rs. 64,37,892 (Net Profit of the Company) to General Reserve.

Fixed Deposits:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 1 to the Board's report.

Material changes and commitments affecting financial position between the end of the financial year and date of report

De-merger of the Company:

Vide Order dated 10th April, 2015, High Court, Bombay has sanctioned the Scheme of De-merger of warehousing business of R.T. Exports Ltd. The resulting Company, Asian Warehousing Pvt. Ltd. will carry on the business of warehousing. The Company is in the process of complying the terms and conditions of the said order and eventually, Asian Warehousing Pvt. Ltd. will become a listed entity.

Variation in market capitalization

As at March 31 2015 As at March 31 2014

Market capitalization 4,98,66,960 5,44,43,910

Increase /(decrease) in %

Market capitalization L 8.406%

Management's Discussion And Analysis:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in this Annual Report.

2. Business Strategy

Our strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while generating profitable growth for our investors. In order to do this, we will apply the priorities of our strategy -renew and new - to our own business and cascade it to everything we do.

Subsidiaries and associates

We, R. T Exports Ltd. do not have subsidiaries as on 31st March, 2015. Further, a statement in the prescribed format AOC-1 is appended as Annexure 2 to the Board's report. These documents will also be available for inspection during business hours at our registered office in Mumbai, India.

3. Human Resources Management:

To ensure good human resources management at R.T. Exports Ltd., we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership. Interactions with the leadership continue through email, face-to face interactions.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 Read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 3 a to the Boards Report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs.60 Lakhs or more, or employed for part of the year and in receipt of Rs.5 Lakh or more a month, under Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 3b to the Board Report.

4. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing the organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. We believe that it is imperative for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. Our corporate governance framework is a reflection of our culture, our policies, our relationship with stakeholders and our commitment to values. Accordingly, we always seek to ensure that our performance is driven by integrity. This is vital to gain and retain the trust of our stakeholders.

R.T. Exports Ltd.'s philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company's business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. The practice of responsible governance has enabled your Company to achieve sustainable growth, while meeting the aspirations of its stakeholder's and societal expectations.

Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed to ensure highest ethical and responsible standards being practiced by your Company. Comprehensive disclosures, structured accountability in exercise of powers, adhering to best practices and commitment to compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way the business is done.

Our corporate governance framework ensures effective engagement with our stakeholders and helps us evolve with changing times.

The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective October 1,2014, to bring in additional corporate governance norms for listed entities. These norms provide for stricter disclosures and protection of investor rights, including equitable treatment for minority and foreign shareholders.

The amended rules required companies to get shareholders' approval for related party transactions, establish whistleblower mechanisms, elaborate disclosures on pay packages and have at least one woman director on their boards. The amended norms are aligned with the provisions of the Companies Act, 2013, and are aimed to encourage companies to adopt best practices on corporate governance.

We believe that an active, well-informed and independent board is necessary to ensure the highest standards of Corporate Governance. It is well-recognized that an effective Board is a pre-requisite for a strong and effective corporate governance. At R T Exports, the Board of Directors ('the Board') is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of our stakeholders.

Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

We comply with Securities and Exchange Board of India (SEBI)'s guidelines on Corporate Governance. We have documented our internal policies on Corporate Governance.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted Board Diversity Policy which sets out the approach to diversity of the Board of Directors depending up on the size and nature of business.

Number of Board Meetings held during the year:

The Board met five times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Policy on Directors' Appointment and Remuneration

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2015, the Board consists of 4 members, two of whom are executive or whole-time directors, and two are Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure 4 to the Board's report. We affirm that we are paying no remuneration to the Directors as per the terms laid out in the nomination and remuneration policy of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Orientation and Training Program for Independent Directors

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The format of the letter of appointment is available on our website, www.rtexports.com.

The Board's policy is to have separate meetings regularly with independent directors to update them on all business- related issues and new initiatives. At such meetings, the executive directors and other members of the senior management share points of view and leadership thoughts on relevant issues.

Directors & Key Managerial Personnel:

During the year under review, the Board comprised of Mr.Rashmi C. Bhimjyani, Mr. Bhavik R. Bhimjyani, Mr. Sheetal Mehta and Mrs. Asha Dawda. Mr. Sheetal Mehta and Mrs. Asha Dawda are the independent Directors on the Board. Rajeshkumar C. Pillai is the Company Secretary of the Company.

Inductions

There has been no induction on the Board of the Company during the period under reporting.

Re-appointments

There is no re-appointments to the Board in the ensuing Annual General Meeting

Proposed Appointments

There are proposals to appoint two Independent Directors on the Board of the Company. Mr. Vishnu Mehra and Mr. Yogesh Thakkar are the proposed Independent Directors and their profile forms part of Notice / Statement forming part of Notice of Annual General Meeting.

None of the independent directors will retire at the ensuing Annual General Meeting.

Retirements and resignations

No retirement or resignation happened during the period under Reporting.

Committees of Board:

Currently the Board has Three Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and Compliances as per the applicable provisions of the Act and Rules, are as follows:

i) Audit Committee:

The Audit Committee comprises two Independent Directors namely Mr. Sheetal Mehta (Chairman), Mrs. Asha Dawda and Mr. Bhavik Bhimjyani as the other member. All the recommendations made by the Audit Committee were accepted by the Board. The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. The Whistleblower Policy is appended as Annexure 8 to the Board's report.

ii) Nomination & Remuneration Committee:

Nomination and Remuneration Committee comprises of three members, viz, Mr. Sheetal Mehta (Independent), Ms. Asha Dawda (Independent) and Bhavik R. Bhimjyani(non-independent). .All the recommendations made by the Nomination & Remuneration Committee relating to remuneration & compensation of Executive directors & Senior Management were accepted by the Board. The Nomination and Remuneration Committee has framed the nomination and remuneration policy. A copy of the policy is appended as Annexure 4 to the Board's Report.

iii) Stakeholders Relationship Committee:

Stakeholders Relationship have been cordial during the year. As a part of the compliance, the Stakeholders Relationship Committee is dealing with the issues relating to investors. There were no investor's grievances pending as on 31st March, 2015. A confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 134 (3) ( c ) of the Companies Act, 2013:

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That 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 of the Company for the year ended on that date;

iii) That 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 frauds and other irregularities;

iv) The Annual Accounts have been prepared on a 'going concern' basis;

v) The directors had laid down internal financial controls which are adequate and are operating effectively; and

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

Auditors Certificate on Corporate Governance

As required by Clause 49 of the listing agreement, Auditors Certificate on Corporate Governance is enclosed as Annexure 5 to the Board's Report.

5. Statutory Auditors

At the Annual General Meeting held on July 15, 2014, M/s. Ramesh M. Sheth & Associates, Chartered Accountants,( Firm Registration No.111883W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly, the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants,( Firm Registration No.111883W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial auditor

Shweta Mahajan, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure 6 to the Board's report.

The Board has appointed Rachana Patel, Practicing Company Secretary, as secretarial auditor of the Company for the financial year 2015-16.

Significant and material orders

Vide Order dated 10th April, 2015, High Court, Bombay sanctioned the Scheme of De-merger of the warehousing business of the Company. Accordingly, the resulting Company, Asian Warehousing Pvt. Ltd. is entrusted with the warehousing business of the Company. The company is in the process of compliance of the terms of said Court Order and eventually will become a listed entity.

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

Extract of annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 7 to the Board's report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

6. Corporate Social Responsibility (CSR):

Threshold levels for CSR coverage are prescribed. Since your Company does not fall under the category provided therein, no Corporate Social Responsibility Committee has been formed by the Board. Once CSR becomes applicable to the Company, CSR Committee will be formed and Policy will be adopted by the Company.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is as follows:

A. Conservation of energy:

The requirement for disclosure of particulars with respect to conservation of energy is not applicable to agro export and warehousing activities of the Company.

B. Technology absorption:

i) Efforts made towards technology absorption:

The Company has applied and followed the generally acceptable technology available and used by the industry. The Company has not acquired new technology during the year. The Company has fully absorbed the technology already available to it.

ii) Benefit to be derived as a result of the above:

Not applicable

iii) Research & Development:

The Company has not incurred any expenses on R&D during the year.

C. Foreign exchange earning & outgo:

a) Foreign Exchange

Earned (on FOB basis) : Rs. 6,38,58,563/-

Outgo : Rs.12,05,324/-

Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for listed entities. In compliance with the said circular, we have provided the BRR as part of our Annual Report.

Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.rtexports.com. Electronic copies of the Annual Report 2014-15 and Notice of the 35th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 35th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

7. Acknowledgement :

Yours Directors place on record their appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

Place: Mumbai Date: 22nd May, 2015

Mr. Rashmi C. Bhimjyani Chairman & Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting the 33rd Annual Report together with the audited statement of Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

The financial results for the year ended 31st March 2013 are as under:

(Rs. In Lacs) Particulars For the Year Ended For the Year Ended March 31, 2013 March 31, 2012

Sales & Services 429.79 864.37

Other Income 41.83 46.51

Profit before Depreciation, Interest & 180.8 307.5 Extra-ordinary/prior period item

Less :- Depreciation 71.49 75.02

Interest 50.93 1.21

Extra-ordinary/prior period Loss

Profit before Tax 58.38 231.27

Provision for Taxation (Net) (11) (46.30)

Deferred Tax (5.10) (117.26)

Profit/ (Loss) after Tax 42.28 67.71

Add : Income Tax adjustment earlier year (net) 5.33

Add :- Balance brought forward from previous year (14.24) (81.95)

Balance carried to Balance Sheet 33.37 (14.24)



2. FINANCIAL REVIEW

During the period under review, the Company''s income from sales & Services stood at Rs 429.79 Lacs as compared to Rs. 864.37 Lacs in 2011-2012. Your Company has achieved Profit before Tax of Rs. 58.38 Lacs as compared to Rs 231.27 Lacs showing the decrease in Profit by Rs. 172.89 Lacs.

Your Company has initiated necessary measures to generate income from agri warehousing and to improve the profitability of the Company.

3. DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

4. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

5. DIRECTORS

i) There was no change in Directorship during the year under review.

ii) Mr. Yogesh Dawda retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

iii) Shri Rashmi C. Bhimjyani has been re-appointed as Chairman and Managing Director of the Company by the Board subject to the approval of members in the ensuing Annual General Meeting

6. AUDITORS

Retiring Auditors M/s Ramesh M. Sheth & Associates, Chartered Accountants, have offered themselves for re-appointment. A written certificate has been obtained from them to the effect that in case of their appointment as Auditors of the Company, the appointment will be in accordance with the limits prescribed under section 224 (1B) of the Act.

Board of Directors recommend the re-appointment of M/s Ramesh M. Sheth & Associates as the Statutory Auditors of the Company.

7. AUDITORS REPORT

There being no observations made by the Auditors in respect of financial results for the year ended as on 31st March, 2013, your directors are not required to offer any comments pursuant to section 217(3) of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

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

i) In the preparation of Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) The directors have 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 the Company as at 31st March, 2013 and of the profit of the Company for the year under review;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) The Annual Accounts have been prepared on a going concern basis.

9. PARTICULARS OF EMPLOYEES

As there are no employees in receipt of remuneration of Rs. 24,00,000/- or more for the year or Rs. 2,00,000/- per month if employed for part of the year, the statement under Section 217 (AA) is not applicable.

10. PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Your Directors place on record their grateful appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

A. Conservation of energy;

The requirement for disclosure of particulars with respect to conservation of energy is not applicable to the agro export activities of the Company.

B. Research and Development ;

The Company has applied and followed the general acceptable technology available and used by the industry. The Company has not acquired any new technology during the year. The Company has not incurred any expenses on R&D during the year.

1. Specified areas in which the Company has put in research and development efforts are : NIL

2. Benefits derived as a result of the above research and development: N.A

3. Future plans for action : NIL

a) Technology absorption, adoption and innovation;

- The Company has fully absorbed the technology already available to it

b) Benefit to be derived as a result of the above;

- Not applicable

C. Foreign exchange earning & outgo: a) Foreign Exchange

Earned (on FOB basis) : NIL

Outgo : Rs. 3,19,856/-

11. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from Ms. Ruchika Shah, Practicing Company Secretary, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange are annexed hereto.

12. INVESTOR GRIEVANCE COMMITTEE

Investor''s relations have been cordial during the year. As a part of the compliance, the Investor''s Grievances Committee is dealing with the issues relating to investors. There were no investor''s grievances pending as on 31st March, 2013. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent.

13. DE-MERGER

The Company is in receipt of "No Objection" from SEBI regarding the De-Merger of its warehousing division and the same was taken on record by the Board.

14. APPOINTMENT OF CFO

Mr. Rajesh Pillai has been appointed to the Office of Chief Financial Officer (CFO) of the Company by the Board.

15. ACKNOWLEDGEMENT

Yours Directors place on record their grateful appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

For and behalf of the Board of Directors

Place : Mumbai RASHMI BHIMJYANI

Date: 30th May, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 32nd Annual Report together with the audited statement of Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

The financial results for the year ended 31st March 2012 are as under:

Rs. In Lacs

Particulars For the Year Ended For the Year Ended March 31, 2012 March 31, 2011

Sales & Services 864.37 469.37

Other Income 46.51 36.05

Profit before Depreciation, Interest & 307.03 87.66 Extra-ordinary/prior period item

Less :- Depreciation 75.01 74.46

Interest 0.75 0.35

Extra-ordinary/prior period Loss - 7.04

Profit before Tax 231.27 5.81

Provision for Taxation (Net) (46.30) (2.65)

Deferred Tax (117.26) -

Profit/ (Loss) after Tax 67.70 3.16

Add :- Balance brought forward from previous year (81.95) (85.10)

Balance carried to Balance Sheet (14.25) (81.95)

2. FINANCIAL REVIEW

During the period under review, the CompanyRs.s income from sales & Services stood at Rs

864.37 Lacs as compared to Rs. 469.37 Lacs in 2010-2011. Your Company has achieved Profit before Tax of Rs. 231.27 Lacs as compared to Rs 5.81 Lacs showing the increase in Profit by Rs. 225.46 Lacs.

Your Company has initiated necessary measures to diversify the client base in the Gulf area and improve the profitability of the Company.

3. DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

4. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

5. DIRECTORS

During the year under review, the Composition of Board of R.T Exports Ltd. has undergone some changes due to appointments/cessations as mentioned below.

Cessations:

1. Shri Sanat Mehta ceased to hold the office of a Director during the financial year 2011-2012

Appointments:

1. Shri Sheetal Sanat Mehta was appointed as an Additional Director of the Company under section 260 of the Companies Act, 1956, by the Board of Directors at its meeting held on January 06, 2012. Company has to regularize his appointment in the forthcoming Annual General Meeting.

2. Mr. Bhavik Bhimjyani retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profile of the Director proposed to be re-appointed is given in the Corporate Governance Report.

6. AUDITORS

Retiring Auditors M/s Ramesh M. Sheth & Associates, Chartered Accountants, have offered themselves for re-appointment. A written certificate has been obtained from them to the effect that in case of their appointment as Auditors of the Company, the appointment will be in accordance with the limits prescribed under section 224 (1B) of the Act.

Board of Directors recommend the re-appointment of M/s Ramesh M. Sheth & Associates as the Statutory Auditors of the Company.

7. AUDITORS REPORT

There being no observations made by the Auditors in respect of financial results for the year ended as on 31st March, 2012, your directors are not required to offer any comments pursuant to section 217(3) of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

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

i) In the preparation of Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) The Directors have 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 the Company as at 31st March, 2012 and of the profit of the Company for the year under review;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) The Annual Accounts have been prepared on a going concern basis.

9. PARTICULARS OF EMPLOYEES

As there are no employees in receipt of remuneration of Rs. 24,00,000/- or more for the year or Rs. 2,00,000/- per month if employed for part of the year, the statement under Section 217 (AA) is not applicable.

10. PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Your Directors place on record their grateful appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

A. Conservation of energy;

The requirement for disclosure of particulars with respect to conservation of energy is not applicable to the agro export activities of the Company.

B. Research and Development ;

The Company has applied and followed the general acceptable technology available and used by the industry. The Company has not acquired any new technology during the year. The Company has not incurred any expenses on R&D during the year.

1. Specified areas in which the Company has put in research and development efforts are : NIL

2. Benefits derived as a result of the above research and development: N.A

3. Future plans for action : NIL

a) Technology absorption, adoption and innovation;

- The Company has fully absorbed the technology already available to it

b) Benefit to be derived as a result of the above;

- Not applicable

C. Foreign exchange earning & outgo:

a) Foreign Exchange

Earned (on FOB basis) : Rs. 1,64,38,950/- Outgo : Rs. 12,01,233/-

11. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from Ms. Ruchika Shah, Practicing Company Secretary, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange are annexed hereto.

12. INVESTOR GRIEVANCE COMMITTEE

InvestorRs.s relations have been cordial during the year. As a part of the compliance, the InvestorRs.s Grievances Committee is dealing with the issues relating to investors. There were no investorRs.s grievances pending as on 31st March, 2012. A confirmation to this effect has been received from the CompanyRs.s Registrar and Share Transfer Agent

13. DE-MERGER

De-Merger of its warehousing division was considered by the Board at its meeting held on 14th August, 2012.

14. ACKNOWLEDGEMENT

Yours Directors place on record their grateful appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

For and behalf of the Board of Directors

Place : Mumbai RASHMI BHIMJYANI

Date : 30th August, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report together with the audited statement of Accounts for the financial year ended 31st March 2010.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2010 are as under:







Rs. In Lacs

Particulars For the Year Ended For the Year Ended March 31, 2010 March 31 , 2009

Sales & Services 491.82 924.40

Other Income 17.77 42.31

Profit Before Deprecation & Interest 84.36 143.35

Less :- Depreciation 66.99 59.42

Interest 2.52 4.37

Profit before Tax 14.84 79.56

Provision for taxation (Net) (3.50) (2.90)

Prior Period Item (0.80) (2.47)

Profit / (Loss) after Tax 10.54 74.19

Add :-Balance Brought Forward from Previous Year (95.65) (169.85)

Balance Carried to Balance Sheet (85.10) (95.66)





2. FINANCIAL REVIEW

During the period under review, the Companys income from sales & Services stood at Rs. 491.82 Lacs as compared to Rs. 924.40 Lacs in 2008-09. During the period under review, there was lot of speculation in the price of Basmati rice. Since your company was not interested in entering into speculative activity, it resulted in a decrease in turnover, which in turn affected the profitability.

Your Company has initiated necessary measures to diversify the client base in the Gulf area and improve the profitability of the Company.

2. DIVIDEND

In view of the accumulated losses, the Directors have decided not to recommend any dividend for the year under review.

3. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

4. DIRECTOR

Mr. Sanat Mehta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profile of the Director proposed to be reappointed is given in the Corporate Governance Report.

5. AUDITORS

Special notice in terms of provisions of Section 190 of the Companies Act, 1956 read with Section 225 of the Act has been received from Shareholders of the Company for the appointment of new Auditors M/s Ramesh M. Seth & Associates in place of the retiring auditors M/s Mehta & Sanghvi, Chartered Accountants. A written certificate has been obtained from M/s Ramesh M. Seth & Associates, Chartered Accountants to the effect that in case of their appointment as Auditors of the Company, the appointment will be in accordance with the limits prescribed under section 224(1 B) of the Act.

Board of Directors recommend to appoint M/s Ramesh M. Seth & Associates as the Statutory Auditors of the Company.

6. AUDITORS REPORT

There being no observations made by the Auditors in respect of financial results for the year ended as on 31st March, 2010, your directors are not required to offer any comments pursuant to section 217(3) of the Companies Act, 1956.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 the Directors state that:

a) In the preparation of Annual Accounts for the financial Year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation to material departures.

b) The Directors have 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 the Company as at 31st March 2010 and of the profit of the Company for the year under review.

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 frauds and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

8. PARTICULARS OF EMPLOYEES:

As there are no employees in receipt of remuneration of Rs. 24,00,000/- or more for the year or Rs, 2,00,000/- per month if employed for part of the year, the statement under Section 217 (AA) is not applicable.

9. PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

A. Conservation of energy;

The requirement for disclosure of particulars with respect to conservation of energy is not applicable to the agro export activities of the company.

B. Research and Development:

The Company has applied and followed the general acceptable technology available and used by the industry. The Company has not acquired any new technology during the year. The Company has not incurred any expenses on R & D during the year.

1. Specified areas in which the Company has put in research and development efforts are: Nil

2. Benefits derived as a result of the above research and development: N. A.

3. Future plans for action: Nil

(a) Technology absorption, adoption and innovation;

- The Company has fully absorbed the technology already available to it.

(b) Benefit to be derived as a result of the above;

- Not applicable

C. Foreign exchange earning and outgo:

(c) Foreign Exchange

Earned (on FOB basis) Rs. 4,616,613/-

Outgo Rs. Nil

10. CORPORATE GOVERNANCE

A report on corporate governance along with a certificate from M/S Ashish Agarwal & Associates, Company Secretaries in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the listing agreement with Stock Exchange are annexed hereto.

11. INVESTOR GRIEVANCES COMMITTEE

Investors relations have been cordial during the year. As a part of the compliance, the Investors Grievances Committee is dealing with the issues relating to investors. There were no investors grievances pending as on 31st March, 2010. A confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent.

12. ACKNOWLEDGEMENT

Your Directors place on record their grateful appreciation for the support and cooperation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.



For and behalf of the Board of Directors

Place : Mumbai RASHMI BHIMJYANI

Date : 25th August, 2010 Chairman & Managing Director