To

The Members

Your Directors are pleased to present the Company's Director Report on the business andoperations of Octavius Plantations Limited ("the Company") together with theAudited financial Statements for the financial year ended March 31 2021.

1. Financial Summary / Performance of the Company

During the year under review performance of your company as under:

2. About COVID-19

Though outbreak of Covid-19 and the closure of your company's operations affected theyear end performance. However our company resumed its operations partially but graduallyramping up over it and are glad to report that it is now operational as per governmentguidelines.

Your Directors wish to place on record their appreciation to the Company's employeessuppliers customers & Government authorities for their selfless efforts which helpedyour Company to reach normalcy in operations. Despite the global pandemic we look forwardto a better year ahead as the Company is on track to regain its profitability in the nearfuture.

3. State of Company's Affairs

During the year due to the outbreak of COVID-19 globally and in India your company'smanagement has made initial assessment of likely adverse impact on business and financialrisks on account of Covid-19. The operations of the Company were suspended for the monthof March April and May and the offices were closed. During the year under review yourCompany recorded the turnover of Rs. 14 72 59 068.50 against last year Rs. 8 17 36858 .50. The net worth of the Company also increased substantially to Rs.12 20 99462.65 as against Rs.10 89 69194 .80 as on 31.03.2021. Your Directors are making all outefforts to improve the performance of the Company in the current year. The Managementlooks the future with optimism and hopes to do better in year to come.

4. Dividend

In order to conserve the financial liquidity of the Company the Directors are notrecommending any dividend.

5. Reserves

During the year the Company has transferred amount of Rs. 1 48 45837.85 to GeneralReserve.

6. Share capital & Listing

As on 31st March 2021 the Company has Authorised Share Capital of Rs. 30000000/-and paid up Share Capital of Rs. 30000000/-.

During the period under review the Company has not increased its authorised sharecapital and not issued any other kind of securities.

7. Listing Status

During the year the company got listed on the main board of the BSE Limited via BSENotice dated 9^th March 2020. Your Company has paid the Annual listing Fees forthe Financial Year 2020-21 to the BSE Limited where the shares of the company are listed.

8. Particulars of Employees

During the year under review none of the employee of the company has drawn salary inexcess of the limits as specified under rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

9. Quality Initiative

The Company continues to sustain its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management by successfully completing annual re-certification/surveillanceaudits for various industry standards and models.

10. Board Meetings Board of Directors & Committees of Directors

A. Board Meetings

During the financial year 2020-2021 the Board of Directors of the Company met 6 times:31.07.2020 31.08.2020 30.11.2020 07.12.2020 08.12.2020 13.02.2021

B. Directors & Key Managerial Personnel

The present Composition of the Board of Directors is in compliance with the provisionof section 149 of the Companies Act 2013

C. Declaration by Independent Director(s)

Pursuant to the provisions of Section 149 of the Companies Act 2013 the independentdirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1) (b) of the SEBI Listing Regulations. Hence there has been no change in thecircumstances affecting their status as independent directors of the Company.

D. Committees of the Board

The Company has the following Committees of the Board:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee

The Policy on Formulation of Audit Committee is enclosed as Annexure II.

11. Corporate Social Responsibility

As per Section 135 (1) of the Companies Act 2013 the Company doesn't require toconstitute CSR Committee during the financial year 2020- 2021.

However our Company is committed to the principles of sustainable development andconsistently carries out initiatives in the area of corporate social responsibility tobenefit the communities that it interacts with during the course of business.

12. Policy on Directors' appointment and remuneration

The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the Companies Act2013. We affirm that the remuneration paid to the directors is as per the terms laid outin the nomination and remuneration policy of the Company is uploaded onwww.octaviusplantations.com at investor column.

Further Board affirm that the remunerations payable by the Company is as per provisionof the Companies Act 2013 and the rules made thereunder.

13. Independent Directors' Meeting

During the year under review the Independent Directors met on 13.02.2021 inter aliato discuss:

a. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole;

b. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at the Meeting.

14. Details of Establishment of Vigil Mechanism/Whistle Blower Policy for Directorsand Employees

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013read with rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 a VigilMechanism for directors and employees to report genuine concerns has been established.

The details of establishment of Vigil Mechanism for Directors and Employees is enclosedas Annexure III.

1. Auditors & Audit report

Statutory Auditors

At the Annual General Meeting held on September 29 2018 M/s. Vidit Jain & Co.Chartered Accountants Delhi were re-appointed as statutory auditors of the Company tohold office for a term of five years from the conclusion of this meeting until theconclusion of Annual General Meeting to be held in the year 2023.

Comments on Statutory Auditors' report

The Statutory Auditor has made the following comments:-

1. The Company has received intimation U/S 143 (1) for (a) AY 2012-13 against demandidentification number 2013201237014760493C dated 20/06/2013 of Rs. 186270.00 and (b) AY2017-18 against demand identification number 2018201737104697263C dated 14/03/2019 of Rs3819370.00 for which company is already contending wherein Income of the Company wasnot treated as Agricultural Income.

Management's Reply

No Comments Required

2. The Company has also received notice under section 143(3) for AY 2013-14 againstdemand identification number 2015201310012165730C dated 31^st March 2016 of Rs.10987059.00. The company has not filed any reply against the said order till date.

Management's Reply

The Company has also received a notice under section 143(3) for AY 2013-14 againstdemand identification number 2015201310012165730C dated 31^st March 2016 of Rs.10987059.00. Company has filed a reply against the said order.

Secretarial Auditors

In pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. Nitesh Kumar Sharma Practicing Company Secretary (COP No: 23517 & M.No. 55712) to undertake Secretarial Audit for the Financial year 2020-2021. TheSecretarial Audit Report for the financial year is annexed herewith and marked as AnnexureV. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer

10. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that-

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

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

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

11. Annual Return

The Annual Return of the Company as on March 31 2021 is available on the CompanyWebsite and can be accessed at www.octaviusplantations.com

12. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

During the year under review the provisions relating to Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 are not applicable to company.

13. Material changes and commitments affecting financial position between the endof the financial year and date of report

No significant material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the board report whichrequire disclosure in the accounts.

14. Particulars of loans guarantees or investments under section 186

The Company has not granted any loans given guarantees or made investments toCompanies or concerns covered under section 186.

15. Particulars of contracts or arrangements with related parties

During the year the Company had not entered into any contract/ arrangement/transaction with related parties.

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The particulars as prescribed under Section 134(3) (m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are given below:

a) Conservation of energy: Not Applicable

b) Technology absorption: Not Applicable

c) Foreign Exchange earnings and outgo: Not Applicable

17. Deposits

The Company has neither invited nor accepted any deposits from the members andrelatives under section 73 of the Act and rules made there under during the year underreview.

18. Risk Management Policy

In terms of the requirement of the provisions of Section 134(3) (n) of the CompaniesAct 2013 the Company has developed and implemented a risk management policy whichidentifies major risks which may threaten the existence of the Company. The same has alsobeen adopted by your Board and is also subject to its review from time to time.

The policy on Risk Management is enclosed as Annexure IV.

19. Details Of Subsidiary/Joint Ventures/Associate Companies

The company has no Subsidiary/Joint Venture/Associate Companies.

20. Internal Financial Control And Their Adequacy

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorised recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls.

The internal financial control framework has been designed to ensure that the financialand other records are reliable for preparing financial and other statements and formaintaining accountability of assets. In addition the Company has identified anddocumented the risks and controls for each process that has a relationship to thefinancial operations and reporting.

The Company also has an Audit Committee; comprising 3 (Three) Directors who interactwith the Management in dealing with matters within its terms of reference. This Committeemainly deals with accounting matters financial reporting and internal controls.

21. Website Link

The web address of the Company is http://www.octaviusplantations.com/

22 Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Act the Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration andStakeholders Relationship Committee.

23. Change In The Nature Of Business

There has been no change in the nature of business of the Company.

24. Applicability of Cost Record

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable required on the Companyand accordingly such accounts and records are not made and maintained.

25. Secretarial Standard

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

26. Human Resources/Industrial Relations

During the year under review the relations between the employees and the managementhave remained cordial and harmonious.

27. Other Disclosure:

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

• There was no instance of onetime settlement with any Bank or FinancialInstitution.

• The Directors and the Senior Management personnel of the Company have affirmedthe compliance with Code of Conduct as applicable to them for the financial year ended on31st March 2021.

• Disclosures with respect to demat suspense account/ unclaimed suspense account.There were no such share unclaimed in the financial year under review.

28. Acknowledgement

Your Directors wish to place on record their sincere appreciation for the co-operationand support extended to the Company by the Government Authorities Financial Institutionsthe Company's Bankers Shareholders Suppliers Customers and Business associates.

Your Directors also place on record their appreciation for the services of all theworkers staffs and executives which is largely reflected in the performance of theCompany.