Directors Report of Neelkanth Ltd.

Mar 31, 2025

Your directors are pleased to present the 45^th Annual Report of Neelkanth Limited ("the Company") together with the
Audited Financial Statements of the Company for the financial year ended March 31,2025.

1. Financial Highlights:

The financial highlights for the financial year ended March 31,2025 is summarized below:

Sr. No.	Particulars	For the financial year	For the financial year
		ended March 31, 2025	ended March 31, 2024
	Income
1	(a) Revenue from operations	494.08	571.85
	(b) Other income	1.14	4.47
	Total Income	495.22	576.32
	Earnings before interest, taxes, depreciation and amortization	16.48	45.65
2	Less: Finance costs	4.35	5.12
	Less: Depreciation	11.36	10.39
3	Profit before tax	0.77	30.14
	Less: Tax Expense:
	Current Tax	-	-
4	Deferred Tax	-	-
	Income tax of earlier years		-
5	Profit / (Loss) for the year	0.77	30.14
6	Add: Other Comprehensive Income	-0.09	-0.75
	Total Comprehensive Income	0.68	29.39

The financial statements for the financial year ended March 31,2025 have been prepared as per the Indian Accounting
Standards (Ind-AS).

2. Operational Performance:

During the financial year under review, the Company achieved total revenue of Rs.495.22 Lakh as against Rs.576.32
Lakh in the previous financial year and net Profit after tax was Rs.0.68 Lakh as against profit of Rs.29.39 Lakh in the
previous financial year.

3. Change in the nature of business of the Company:

The Company is primarily engaged in the activities of trading of commodities which primarily includes trading of rice.
The Company is exploring new business opportunities in the field real estate and construction business and has invested
significant amount in real estate business.

4. Subsidiaries, Associates and Joint Venture companies:

The Company does not have any subsidiary, joint venture or associate company.

5. Transfer to Reserve:

During the financial year under review, the Company did not transfer any amount to general reserve.

6. Dividend:

To conserve the resources for future requirements, your directors do not recommend any dividend for the financial year
2024-25

7. Changes in Share Capital:

During the financial year under review, there was no change in the authorized, issued, subscribed and paid-up share
capital of the Company.

As on March 31,2025, the paid-up share capital of the Company was Rs.4,35,90,000/- i.e. 43,59,000 Equity shares of
Rs. 10/- each.

During the financial year under review, the Company has not issued any class of securities including shares with
differential voting rights, Sweat Equity Shares and has not granted any stock options. The Company has not bought
back any of its securities during the financial year under review. Further, company’s shares are listed on BSE Ltd.

8. Material Changes and Commitments, if any, affecting the financial position of the Company:

There was no material changes and commitments which could affect the Company''s financial position between the end
of the financial year of the Company and date of this report.

9. Particulars on conservation of energy, research and development, technology absorption, foreign exchange
earnings and outgo:

Considering the nature of business activities of the Company, your directors have nothing to report regarding
conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the
financial year under review.

Fnrpinn pyrhannp parninnc anrl niitnn-

Foreign exchange earnings and outgo		2024-25	2023-24
(i)	Foreign exchange earnings (actual inflows)	Nil	Nil
(ii)	Foreign exchange outgo (actual outflows)	Nil	Nil

10. Directors'' Responsibility Statement:

Your directors to the best of our knowledge and belief and according to the information and explanations obtained by

them, make the following statement in terms of section 134(3)(c) read with Section 134(5) of the Companies Act. 2013

("Act") that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

ii) they 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 March 31,2025 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities;

iv) they have prepared the annual accounts on a ''going concern'' basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

11. Particulars of employees:

The disclosures in terms of the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure I to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual
Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report
is being sent to Shareholders, excluding the aforementioned information. Any shareholder interested in obtaining a copy
of such statement may write to the Company Secretary of the Company.

12. Annual Return:

As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on March 31,
2025 will be placed on the website of the Company and can be accessed at www.rtexports.com.

13. Public Deposits:

The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as
on March 31,2025.

14. Particulars of loans, guarantees or investments under Section 186 of the Act:

The details of loans advanced, guarantees given and investments made which are covered under Section 186 of the
Act, have been disclosed in the Financial Statements at appropriate places.

15. Whistle-Blower Policy (Vigil Mechanism):

In compliance with the provisions of Section 177 of the Act, the Company has established Vigil Mechanism / Whistle
Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following
persons, i.e. the Chairman of the Audit Committee and the Company Secretary, the instances of unethical behaviour,
actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management
(Code) that could adversely impact the Company''s operations, business performance or reputation. The Policy and
the Code has been posted on the website of the Company viz.www.rtexports.com.

16. Risk Management Policy:

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing
shareholders'' value and providing an optimum risk-reward trade-off. The risk management approach is based on a
clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement
and continuous risk assessment and mitigation measures.

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed
Nomination and Remuneration Policy (the Policy). The Policy applies to the Board of Directors, Key Managerial
Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of
Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in
relation to remuneration of the aforesaid persons. The Nomination and Remuneration Policy has been posted on the

website of the Company www.rtexports.com.

18. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013:

At Neelkanth Limited, all employees are of equal value. There is no discrimination between individuals at any point
based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company has in place a formal policy for prevention of sexual harassment of its women employees in line with
“The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is not applicable on your Company under review.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH) is mentioned below:

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of cases pending for more than 90 days: Nil

Further the gender-wise breakdown of employees as on March 31,2025, is mentioned below:

Male - 01
Female -01
Transgender -0

Also, the Company is in compliance with the Maternity Benefit Act, 1961 as amended from time to time.

19. Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company''s business policies and strategy apart from
other business of the Board. The notice of Board meetings is given well in advance to all the directors of the Company.
The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case
of any business exigencies, meetings are called and convened at shorter notice. The agenda for the Board /
Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors /
members to take informed decision.

During the financial year 2024-2025, the Board held ten (10) meetings on May 8, 2024, May 17, 2024, July 29, 2024,
August 12, 2024, August 13, 2024, November 13, 2024, December 2, 2024, December 23, 2024, February 13, 2025
and March 6, 2025. The intervening gap between these meetings was within the period prescribed under the Act and
Listing Regulation.

20. Committees of the Board:

Presently, the Board has three Committees viz. the Audit Committee, Nomination and Remuneration Committee and
Stakeholders'' Relationship Committee.

The Composition of the committees and compliances as per the applicable provisions of the Act are as follows:

i) Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. The members of the

Committee possess sound knowledge of accounts, audit, finance, taxation, internal controls etc.

As on March 31,2025, the Audit Committee comprised of 3 members viz. Mrs. Sangeeta Kumar,

Independent Director (Chairperson), Mrs. Asha Dawda, Independent Director, (Member) and Mr. Yogesh Thakkar,
Independent Director (Member). The Company Secretary and Compliance Officer of the Company acts as the
Secretary to the Audit Committee. During the financial year 2024-2025, the Audit Committee held six (6) meetings
on May 17, 2024, July 29, 2024, August 13, 2024, November 13, 2024 , February 13, 2025 and March 6, 2025.

The Board has accepted all recommendations made by the Audit Committee during the financial year under
review.

ii) Nomination and Remuneration Committee:

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Act.

As on March 31,2025, the Nomination and Remuneration Committee comprised of 3 members viz. Mrs. Sangeeta
Kumar, Independent Director (Chairperson), Mrs. Asha Dawda, Independent Director, (Member) and Mr. Yogesh
Thakkar Independent Director, (Member). During the financial year 2024-2025, the Nomination and Remuneration
Committee held three (3) meetings on July 29, 2024, November 13, 2024 and December 23, 2024.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

iii) Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee is duly constituted in accordance with the provisions of Section 178 of
the Act. Stakeholders'' relations have been cordial during the financial year. The Committee deals with the issues
relating to investors. There were no investor grievances pending as on March 31,2025, and a confirmation to this
effect has been received from the Company''s Registrar and Share Transfer Agent.

As on March 31, 2025, the Stakeholders'' Relationship Committee comprised of 3 members viz. Mrs. Sangeeta
Kumar, Independent Director (Chairperson), Mrs. Asha Dawda, Independent Director, (Member) and Mr. Yogesh
Thakkar Independent Director, (Member). During the financial year 2024-2025, the Stakeholders’ Relationship
Committee held one (1) meeting on March 6, 2025.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders''
Relationship Committee.

21. Separate meeting of Independent Directors:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held on March 6, 2025 without the presence of Non- Independent
Directors and members of the management to consider the following:

(i) performance of Non-Independent Directors and the Board as a whole; and

(ii) assessing the quality, quantity, and timeliness of flow of information between the Company management and

the Board that is necessary for the Board to perform its duties effectively and reasonably.

Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a
whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information
between the Company management and the Board.

22. Performance Evaluation of the Board, its Committees and Individual Directors:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in
consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.

The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and individual
Directors. The Chairman of respective Board Committees shared the report on evaluation with the respective
Committee members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Board Committees.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

(i) Attendance at Board and Committee Meetings;

(ii) Quality of contribution to the deliberations;

(iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; and

(iv) Providing perspectives and feedback going beyond information provided by the management.

In a separate meeting of Independent Directors, considering the views of executive directors and non- executive
Director, performance of non-independent directors and the Board as a whole was evaluated.

23. Contracts or arrangements with related parties under Section 188 (1) of the Act:

All related party transactions entered into during the period under review were placed before the Audit Committee
and the Board for their approval, and the same are disclosed in the financial statements of your Company. Further, in
terms of the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all
contracts/ arrangements/transactions entered into by the Company with its related parties during the year under
review were in ordinary course of business of the Company, on an arm’s length basis and in accordance with the
policy on related party transactions formulated by the Company and reviewed on a periodic basis.

In line with the requirements of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
your Company has formulated a policy on related party transactions which is available on Company’s website at
https://rtexports.com/Corporate Governance policies.html.

During the year under review, the requirement of making disclosure of material related party transactions pursuant to
Section 134(3) of Companies Act, 2013 in Form AOC-2 is not applicable to the Company. The related party disclosures
as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial
Statements.

24. Directors and Key Managerial Personnel:

i. Composition of the Board:

The Board of the Company comprises an optimal mix of Executive, Non-Executive, and Independent Directors
(including women directors), collectively bringing a balanced array of knowledge, skills, and expertise. The Board plays
a pivotal role in providing strategic guidance and direction to the Company while ensuring the highest standards of
corporate governance and safeguarding the interests of all stakeholders.

The composition of the Board as on March 31,2025, is as under:

Mr. Yogesh Dawda - Chairman, Wholetime Director & Chief Executive Officer

Mrs. Asha Dawda - Non-Executive Woman Director

Mr. Yogesh Thakkar - Non-Executive Independent Director

Mrs. Sangeeta Kumar - Non-Executive Independent Director

ii. Retire by Rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and
Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Asha Y Dawda (DIN: 06897196),
Director of the Company retires by rotation at the ensuing 45th Annual General Meeting ("AGM") and being eligible,
has offered herself for re-appointment and your Board recommends her re-appointment

iii. Appointment

Mr. Yogesh Dawda (DIN: 01767642), was appointed as Chairman & Wholetime Director of the Company for a term of
five (5) years with effect from August 29, 2024.

Mrs. Sangeeta Kumar (DIN: 10704866) was appointed as Independent Director of the Company for a term of five (5)
years with effect from January 8, 2025, through postal ballot.

iv. Cessation

Mr. Bhavik Bhimjyani (DIN: 00160121), Managing Director the Company resigned with effect from close of business
hours on July 29, 2024.

Mr. Manohar Kumar (DIN: 08355066), non-executive Independent Director of the Company resigned with effect from
close of business hours on November 13, 2024.

v. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March
31,2025 were as follows:

Mr. Yogesh Dawda - Chairman, Wholetime Director & Chief Executive Officer

Ms. Mahima Shah - Company Secretary and Compliance officer

During the year, Mr. Bhavik Bhimjyani (DIN: 00160121), Chairman & Managing Director the Company resigned with
effect from close of business hours on July 29, 2024. Mr. Yogesh Dawda was appointed as Chief Executive Officer
of the Company with effect from July 29, 2024 & Subsequently appointed as Chairman & Wholetime Director of the
Company with effect from August 29, 2024.

Mr. Bhavesh Ramesh Pandya, Company Secretary, KMP and Compliance Officer of the Company resigned from
the services of the Company with effect from September 24, 2024. Consequent to Mr. Bhavesh Ramesh Pandya''s
resignation, the Board appointed Ms. Mahima Shah as the Company Secretary, KMP and Compliance Officer of the
Company. The appointment was effective December 23,2024.

Mr. Kirtikumar Pandya, was reappointed as Chief Financial Officer of the Company with effect from July 29, 2024.
The directors express their profound grief over the sad demise of Mr. Kirtikumar Pandya, who passed away on
March 29, 2025. Mr. Ajinkya Gade was appointed as the Chief Financial Officer of the Company with effect from
June 27, 2025.

Apart from the above, no other Director or KMP were appointed or retired or resigned during the financial year ended
March 31,2025.

vi. Declaration from Independent Directors

The Company has received necessary declaration from both the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company''s Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your
directors have made necessary disclosures as required under various provisions of the Act and the Listing
Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses
relevant expertise and experience and are independent of the management.

25. Auditors and Reports:

i. Statutory Auditors:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
members of the Company at their 42nd Annual General Meeting held on 10^th September, 2022, re- appointed
M/s. Pathak H.D & Associates LLP, Chartered Accountants, (Firm Registration No.107783W), as Statutory
Auditors of the Company for a second term of 5 (five) consecutive years to hold office till the conclusion of the
47th Annual General Meeting to be held for the financial year ending March 31, 2027.

M/s. Pathak H.D & Associates LLP, Chartered Accountants have furnished a certificate of their eligibility under
Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for
continuance as Statutory Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, adverse
remark or reservation and therefore, do not call for any further explanation or comments from the Board under
Section 134(3) of the Act. The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU & Associates, Practicing
Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2024-25.

Further in view of the amendment to Regulation 24A(1)(b) of the SEBI Listing Regulations, which mandates the
rotation of Secretarial Auditors and their appointment for a fixed term of five (5) consecutive years, your directors
recommends the appointment of M/s. HRU & Associates, Practicing Company Secretaries, Mumbai as the
Secretarial Auditors of the Company.

The proposed appointment is for a term of five (5) consecutive years from the financial year 2025-26 to the
financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board
and the Secretarial Auditors from time to time. M/s. HRU & Associates, Practicing Company Secretaries, have
confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy
the prescribed eligibility criteria. A resolution seeking Members’ approval is included in Item No. 3 of the Notice
convening the AGM.

The secretarial auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Secretarial audit report is attached to this report as Annexure II

iii. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the
Board of Directors, based on the recommendation of the Audit Committee, appointed Mr. Umang Bhanushali,
Company Secretary as Internal Auditor of the Company for the financial year 2024-25.

Mr. Umang Bhanushali, who is Internal Auditor have carried out internal audit for the FY 2024-25. Reports were
reviewed by the Audit Committee.

iv. Maintenance of cost records:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act, were
not applicable to the Company during the financial year under review.

v. Corporate Governance Report:

As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up equity
share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on
the last day of the previous financial year.

As on the last day of the previous financial year, the paid-up equity share capital and Net worth of the Company
were below the threshold limits as stated above, therefore, the Corporate Governance provisions are not
applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate
regarding compliance of conditions of Corporate Governance are not provided in the Annual Report. However,
the Company continues adhere to the best practices prevailing in Corporate Governance and follows the same
in its true spirit.

vi. Management Discussion and Analysis:

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3)
of the Listing Regulations 2015 is provided in Annexure III of this Report.

26. Internal financial control and its adequacy:

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, size and complexity of its business operations. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable
laws and regulations and that all assets and resources are acquired economically used efficiently and adequately
protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its
compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial
Control.

27. Unclaimed dividends:

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and
Protection Fund (IEPF) established by the Central Government during the financial year under review.

28. Details in respect of frauds reported by Auditors other than those which are reportable to the Central
Government: During the year, the Statutory Auditors, Secretarial Auditors or Cost Auditors did not report to
the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the
Report.

29. Secretarial Standards:

During the financial year under review, the Company has complied with all the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India and your directors confirm compliance of the same during the
financial year under review.

30. Corporate Social Responsibility (CSR):

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social
Responsibility were not applicable to the Company.

31. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year
under review.

32. Significant and material orders passed by the regulators or courts or tribunals

During the year under review, there were no significant and material orders passed by the Regulators or Courts or
Tribunals that could impact the going concern status of the Company and its future operations.

33. Valuation of Assets

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance
taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets
for the said purpose.

34. Acknowledgement:

The Directors would like to express their grateful appreciation for the co-operation and assistance extended by all the
valued stakeholders of the Company, viz. customers, government authorities, banks, shareholders, and other
business associates. The Company also acknowledges the consistent support and guidance of its Promoters. The
Board of Directors also wishes to thank all the employees of the Company for their valued contribution,

Place: Mumbai For and on behalf of the Board of Directors of

^{Date: September} 1, ²⁰²⁵ Neelkanth Limited

R_egi_st_ered Offi_ce: (Formerly known as R T Exports Limited)

508, Dalamal House, J. B. Road,

Nariman Point, Mumbai - 400 021,

Maharashtra, India.

CIN: L68100MH1980PLC022582 ^{Yogesh Dawda}

Email: [email protected] Chairman & Wholetime Director

Website: www.rtexports.com Q1767642

---

Mar 31, 2024

Your directors are pleased to present the 44th Annual Report of Neelkanth Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

1. Financial Highlights:

The financial highlights for the financial year ended 31st March, 2024 is summarized below:

(Rs. In Lakh)
Sr.	Particulars	For the financial year	For the financial year
No.		ended 31st March, 2024	ended 31st March, 2023
1.	Income
	(a) Revenue from operations	571.85	317.17
	(b) Other income	4.47	1.94
	Total Income	576.32	319.11
2.	Earnings before interest, taxes, depreciation	45.65	33.15
	and amortization
	Less: Finance costs	5.12	13.93
	Less: Depreciation	10.39	10.20
3.	Profit before tax	30.14	9.02
4.	Less: Tax Expense:
	Current Tax	-	-
	Deferred Tax	-	-
	Income tax of earlier years	-	-
5.	Profit / (Loss) for the year	30.14	9.02
6.	Add: Other Comprehensive Income	(0.75)	-
	Total Comprehensive Income	29.39	9.02

The financial statements for the financial year ended 31st March, 2024 have been prepared as per the Indian Accounting Standards (Ind-AS).

2. Operational Performance:

During the financial year under review, the Company achieved total revenue of Rs.576.32 Lakh as against Rs.319.11 Lakh in the previous financial year and net Profit after tax was Rs.29.39 Lakh as against profit of Rs.9.02 Lakh in the previous financial year.

3. Change in the nature of business of the Company:

The Company is primarily engaged in the activities of trading of commodities which primarily includes trading of rice. The Company is exploring new business opportunities in the field real estate and construction business and has invested significant amount in real estate business.

4. Change of name of the Company:

Pursuant to the resolution passed by the Board of Directors and the members and upon receipt of fresh certificate of incorporation from Registrar of Companies, Mumbai, name of R. T. Exports Limited is changed to Neelkanth Limited w.e.f. August 18,2023.

Memorandum of Association and Article of Association of the Company were altered consequent upon change in name of the Company.

5. Subsidiaries, Associates and Joint Venture companies:

The Company does not have any subsidiary, joint venture or associate company.

6. Transfer to Reserve:

During the financial year under review, the Company did not transfer any amount to general reserve.

7. Dividend:

To conserve the resources for future requirements, your directors do not recommend any dividend for the financial year 2023-24.

8. Changes in Share Capital:

During the financial year under review, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.

As on 31st March 2024, the paid-up share capital of the Company was Rs.4,35,90,000/- i.e. 43,59,000 Equity shares of Rs. 10/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, Sweat Equity Shares and has not granted any stock options. The Company has not bought back any of its securities during the financial year under review. Further, company’s shares are listed on BSE Ltd.

9. Material Changes and Commitments, if any, affecting the financial position of the Company:

There was no material changes and commitments which could affect the Company''s financial position between the end of the financial year of the Company and date of this report.

10. Particulars on conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

Considering the nature of business activities of the Company, your directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:

Foreign exchange earnings and outgo		2023-24	2022-23
(i)	Foreign exchange earnings (actual inflows)	Nil	Nil
(ii)	Foreign exchange outgo (actual outflows)	Nil	Nil

11. Directors'' Responsibility Statement:

Your directors to the best of our knowledge and belief and according to the information and explanations obtained by them, make the following statement in terms of section 134(3)(c) read with Section 134(5) of the Companies Act. 2013 ("Act") that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they 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 31st March, 2024 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) they have prepared the annual accounts on a ''going concern'' basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

12. Particulars of employees:

The information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-I forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Managing Director of the Company and the same will be furnished on request.

13. Annual Return:

As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on 31st March, 2024 will be placed on the website of the Company and can be accessed at www.rtexports.com.

14. Public Deposits:

During the financial year under review, the Company has not accepted or renewed any deposits from the public within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

15. Particulars of loans, guarantees or investments under Section 186 of the Act:

The details of loans advanced, guarantees given and investments made which are covered under Section 186 of the Act, have been disclosed in the Financial Statements at appropriate places.

16. Whistle-Blower Policy (Vigil Mechanism):

In compliance with the provisions of Section 177 of the Act, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company viz.www.rtexports.com.

17. Risk Management Policy:

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

18. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy (the Policy). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons. The Nomination and Remuneration Policy has been posted on the website of the Company viz www .rtexpo rts.com.

19. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:

At Neelkanth Limited, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

20. Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company''s business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the directors of the Company. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed through circulation and later placed in the next Board / Committee meetings. The agenda for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors / members to take informed decision.

During the financial year 2023-2024, the Board held eight (8) meetings on 5th May, 2023, 20th May, 2023, 25th May, 2023, 7th July, 2023, 10th August, 2023, 23rd August, 2023, 8th November, 2023 and 8th February, 2024.

21. Committees of the Board:

Presently, the Board has three Committees viz. the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee.

The Composition of the committees and compliances as per the applicable provisions of the Act are as follows:

i) Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. The members of the Committee possess sound knowledge of accounts, audit, finance, taxation, internal controls etc.

As on 31st March, 2024, the Audit Committee comprised of 3 members viz. Mr. Manohar Kumar, Independent Director (Chairman), Mr. Bhavik R. Bhimjyani, Chairman and Managing Director (Member) and Mr. Yogesh Thakkar, Independent Director (Member) The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee. During the financial year 20232024, the Audit Committee held five (5) meetings on 20th May, 2023, 7th July, 2023, 10th August, 2023, 8th November, 2023 and 8th February, 2024.

The Board has accepted all recommendations made by the Audit Committee during the financial year under review.

ii) Nomination and Remuneration Committee:

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Act.

As on 31st March, 2024, the Nomination and Remuneration Committee comprised of 3 members viz. Mr. Manohar Kumar, Independent Director (Chairman), Mr. Bhavik R. Bhimjyani Chairman and Managing Director, (Member)and Mr. Yogesh Thakkar Independent Director, (Member). During the financial year 2023-2024, the Nomination and Remuneration Committee held two (2) meetings on 7th July, 2023 and 23rd August, 2023.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

iii) Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee is duly constituted in accordance with the provisions of Section 178 of the Act. Stakeholders'' relations have been cordial during the financial year. The Committee deals with the issues relating to investors. There were no investor grievances pending as on March 31, 2024, and a confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent.

As on March 31, 2024, the Stakeholders'' Relationship Committee comprised of 3 members viz. Mr. Yogesh Thakkar, Mr. Bhavik R. Bhimjyani and Mr. Manohar Kumar. During the financial year 2023-2024, the Stakeholders’ Relationship Committee held one (1) meeting on 8th February, 2024.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders'' Relationship Committee.

22. Separate meeting of Independent Directors:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on February 8th, 2024 without the presence of NonIndependent Directors and members of the management to consider the following:

(i) performance of Non-Independent Directors and the Board as a whole; and

(ii) assessing the quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information between the Company management and the Board.

23. Performance Evaluation of the Board, its Committees and Individual Directors:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation, 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors.

The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and individual Directors. The Chairman of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

(i) Attendance at Board and Committee Meetings;

(ii) Quality of contribution to the deliberations;

(iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; and

(iv) Providing perspectives and feedback going beyond information provided by the management.

In a separate meeting of Independent Directors, considering the views of executive directors and non- executive Director, performance of non-independent directors and the Board as a whole was evaluated.

24. Contracts or arrangements with related parties under Section 188 (1) of the Act:

During the financial year under review, the Company had no transaction with its related party falling under provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

25. Directors and Key Managerial Personnel:

i. Composition of the Board:

As on March 31, 2024, your Board consisted of 4 members. Besides Managing Director, the Board comprised of one Non-Executive non-promoter Woman Director and two Non-Executive Independent Directors. There are no changes in the Board of Directors of the Company during the year under review.

ii. Retire by Rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Asha Y. Dawda (DIN: 06897196), Director of the Company retires by rotation at the ensuing 44th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment and your Board recommends her reappointment

iii. Cessation

Ms. Vrushali Darji resigned from the post of Company Secretary of the Company w.e.f. May 25, 2023.

iv. Appointment and Re-appointment

To fill vacancy occurred upon resignation of Ms. Vrushali Darji, previous Company Secretary and Compliance Officer of the Company and pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) the Board of Directors of the Company appointed Mr. Bhavesh Pandya , a Fellow Member of the Institute of Company Secretaries of India, having Membership No. FCS: F7882 as Company Secretary and Compliance Officer of the Company w.e.f. August 23, 2023.

v. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 were as follows:

Mr. Bhavik R. Bhimjyani - Chairman and Managing Director

Mr. Kirti Kumar Pandya - Chief Financial Officer

Mr. Bhavesh Pandya - Company Secretary and Compliance officer

Mrs. Vrushali Darji, Company Secretary & Compliance Officer - Resigned from service of the Company with effect from 25th May 2023

Mr. Bhavesh Pandya, appointed as Company Secretary and Compliance Officer of the Company with effect from August 23, 2023

Apart from the above, no other Director or KMP were appointed or retired or resigned during the financial year ended 31st March, 2024.

vi. Declaration from Independent Directors

The Company has received necessary declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.

26. Auditors and Reports:

i. Statutory Auditors:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 42nd Annual General Meeting held on 10th September, 2022, re-appointed M/s. Pathak H.D & Associates LLP, Chartered Accountants, (Firm Registration No.107783W), as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office till the conclusion of the 47th Annual General Meeting to be held for the financial year ending 31st March, 2027.

M/s. Pathak H.D & Associates LLP, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Auditors Report for the financial year ended 31st March, 2024 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act. The observations made by the Statutory Auditors read with the relevant notes on accounts is self-explanatory

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Feni Shah & Associates, Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2023-24.

The secretarial auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II.

iii. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed Mr. Jayesh S. Vora, Chartered Accountants, Mumbai as Internal Auditor of the Company for the financial years 2022-23 and 2023-24. The management undertakes corrective actions in their respective areas and thereby strengthens the controls.

Mr. Jayesh Vora, Chartered Accountants, Mumbai who is Internal Auditor have carried out internal audit for the FY 2023-24. Reports were reviewed by the Audit Committee.

iv. Maintenance of cost records:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act, were not applicable to the Company during the financial year under review.

v. Corporate Governance Report:

As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up equity share capital and Net worth of the Company were below the threshold limits as stated above, therefore, the Corporate Governance provisions are not applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

vi. Management Discussion and Analysis Report:

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis report is attached separately which forms part of this report.

27. Internal financial control and its adequacy:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

28. Unclaimed dividends:

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government during the financial year under review.

29. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government:

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act. read with rules made thereunder.

30. Secretarial Standards:

During the financial year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

31. Corporate Social Responsibility (CSR):

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.

32. Disclosures with respect to demat suspense account / unclaimed suspense account:

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of ''Letter of Confirmation'' by the RTA in terms of SEBI Circular No. SEBI/LAD-NRO/GN/2022/66 dated 24th January, 2022 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25th January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub- division / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

33. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

34. Significant and material orders passed by the regulators or courts or tribunals

During the year under review, there were no significant and material orders passed by the Regulators or Courts or T ribunals that could impact the going concern status of the Company and its future operations.

35. Valuation of Assets

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

36. 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 financial year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

---

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