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Neptune Exports Ltd.

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

Company director report

To the Members

Your Directors have pleasure in presenting their Annual Report together with theAudited Accounts of the Company for the financial year ended 31st March 2021.

COMPANY PERFORMANCE

2020 - 2021 2019 - 2020
FINANCIAL RESULTS Rs. Rs.
Total Revenue 6307232 7670141
Net Profit before Tax 4605625 3751918
Less: Provision for Taxation 720000 1173828
Net Profit after Tax 3885625 2578090
Add: Opening Balance in Statement of Profit & Loss 86071475 83493385
Closing Balance 89957100 86071475

DIVIDEND

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

COVID-19 PANDEMIC

The Country's economy was impacted since March 2020 due to the lockdown announced bythe Government of India on account of COVID-19 outbreak. The Board of your Companymonitors the situation and makes assessment of the likely impact of the pandemic onoverall economic environment and its operations. In the prevailing circumstances theCompany does not anticipate any challenge in meeting its future obligations and as suchdoes not expect any impact of COVID 19 outbreak on its ability to continue as a goingconcern.

SCHEME OF AMALGAMTION

The proposed Scheme of Amalgamation in terms of Section 230-232 of the Companies Act2013 involving

(a) Neptune Exports Limited

(b) Northern Projects Limited

(c) Tea Time Limited and

(d) Orient International Limited with Hindusthan Udyog Limited has received NOC fromthe Stock Exchanges during the year ended 31% March 2021. The Company is in the processof obtaining other necessary approvals/consents including that of the Shareholders and theNational Company Law Tribunal Kolkata Bench.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is appended below:

A. BUSINESS

Your Company was engaged in the business of exporting tea. However the said businessis presently under suspension.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The Board of your Company is exploring alternatives for improving its operations forlong term growth.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect improvement in its operations. The Company isexposed to threats and risks as faced by other organizations in general and those engagedin similar business like adverse changes in the general economic and market conditionschanges in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

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

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.

CORPORATE GOVERNANCE

The principles of good Corporate Governance through professionalism accountabilitytransparency trusteeship and control have always been followed by your Company and it hascomplied with all the applicable provisions of Corporate Governance as per the ListingRegulations. A separate Report on Corporate Governance forms part of the Annual Report2020-21 along with the Auditors' Certificate on its compliance in Annexure A.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. V.N. Agarwal (DIN 00408731) Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment.

Mr. S.K. Roychowdhury (DIN 09116850) was appointed an Additional Director (in capacityof an Independent Director) on the Company's Board with effect from 2" April 2021 interms of Section 161 of the Companies Act 2013 and is liable to hold office till theensuing AGM of the Company. Necessary resolution for appointing him as an IndependentDirector for a period of five years forms part of the Notice of the ensuing AGM.

Mr. K.K. Ganeriwala resigned from the Board with effect from the close of 2nd April2021.

The Board Members are grateful to him for the services rendered by him during hisassociation with the Company.

Ms. Rashmi Singh Yadav resigned as the Company Secretary and Compliance Officer of theCompany with effect from the close of 15th March 2021.

The Brief Resume of the Directors seeking appointment/re-appointment at the ensuing AGMis attached to the Notice of the said Meeting.

NUMBER OF BOARD MEETINGS HELD

During the Financial Year 2020-21 Six (6) Board Meetings were held on 22 June 202018th August 2020 9th September 2020 13th November 2020 28th January 2021 and 15thMarch 2021.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:-

(a) in the preparation of the Annual Accounts for the financial year ended 31% March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

POLICY FOR DIRECTORS APPOINTMENT

The Company believes that in order to ensure that the Board of Directors can dischargetheir duties and responsibilities effectively; it aims to have a Board with optimumcombination of experience and commitment with the presence of Independent Directors. SuchBoard can provide a long term plan for the Company's growth improve the quality ofgovernance and increase the confidence of its shareholders.

The Company has a policy in terms of Section 178(3) of the Companies Act 2013 ondirectors' appointment and remuneration including the criteria for determining theirqualifications positive attributes and independence.

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committeesand of individual Directors by seeking inputs on various aspects of Board/CommitteeGovernance and considered and discussed in details the inputs received from the Directors.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent (as prescribed in theCompanies Act 2013 and the Listing Regulations) and an Independency Certificate from themhave been obtained.

ANNUAL RETURN

As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013the Annual Return as on 31% March 2021 in Form MGT-7 is available on the Website of theCompany at: www.neptuneexports.co.in/investor.php.

STATUTORY AUDITORS

M/s S. Ghose & Co. LLP Chartered Accountants (Firm Registration No. 302184E)continue to act as the Statutory Auditors of the Company as they were appointed for a termof 5 years commencing from the Financial Year 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesthere under and Regulation 24A of the SEBI (LODR) Regulations 2015 the Board ofDirectors of the Company has appointed a Practicing Company Secretary to conduct theSecretarial Audit of the Company for the Financial Year 2020-21. The Secretarial AuditReport for the financial year ended 31* March 2021 is annexed herewith as Annexure B.

COST AUDIT

The Company is not required to maintain cost records in terms of Section 148(1) of theCompanies Act 2013

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Partiesduring the financial year were on arm's length basis and in the ordinary course ofbusiness. Hence the provisions of Section 188 of the Companies Act 2013 and disclosure inForm AOC-2 are not applicable. The transactions with Related Parties are disclosed in theNotes to the Financial Statements.

PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES

Details of Loans Investments and Guarantees if any given/made by the Company aredisclosed in the Notes to the Financial Statements.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015 a Vigil Mechanism for Directors andEmployees has been established details of which are given in the Corporate GovernanceReport.

RISK MANAGEMENT

Risk Management is the process of identification assessment and prioritization ofrisks to minimize/mitigate/monitor the probability and/or impact of unfortunate events.Risk Management Policy enables the Company to manage such uncertainties and changes in theinternal and external environment to reduce their negative impact. The Board of Directorsof the Company as and when needed develops such policies for assessing and managing therisks in accordance with the requirements of the Companies Act 2013.

PARTICULARS OF EMPLOYEES

Disclosures in terms of Section 197(12) of the Companies Act 2013 and the Rules madethere under in respect of Directors' Remuneration were not applicable to the Companyduring the year ended 31% March 2021 as no remuneration is being paid to Directors otherthan sitting fees for attending the Board Meetings.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 were not applicable to the Company during the yearended 3st March 2021.

CODE OF CONDUCT

Your Company has formulated a Code of Conduct which applies to Board Members and SeniorManagement Personnel of the Company. Confirmations towards adherence to the Code duringthe Financial Year 2020-21 have been obtained from all the Board Members and SeniorManagement Personnel in terms of the Listing Regulations and a declaration relating tocompliance of this code during the year by all Board Members and Senior ManagementPersonnel has been given by the Director of the Company which accompanies this report.

ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD
PLACE: KOLKATA
DATE: 28" JUNE 2021

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