To the Members,

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

COMPANY PERFORMANCE


  

    

    
2020 - 2021
    
2019 - 2020
  
  

    
FINANCIAL RESULTS
    
Rs.
    
Rs.
  
  

    
Total Revenue
    
63,07,232
    
76,70,141
  
  

    
Net Profit before Tax
    
46,05,625
    
37,51,918
  
  

    
Less: Provision for Taxation
    
7,20,000
    
11,73,828
  
  

    
Net Profit after Tax
    
38,85,625
    
25,78,090
  
  

    
Add: Opening Balance in Statement of Profit & Loss
    
8,60,71,475
    
8,34,93,385
  
  

    
Closing Balance
    
8,99,57,100
    
8,60,71,475
  


DIVIDEND

The Directors have considered to plough back the profit in business for better
financial strength and as such they have not recommended any dividend for the year under
review.

COVID-19 PANDEMIC

The Country's economy was impacted since March 2020 due to the lockdown announced by
the Government of India on account of COVID-19 outbreak. The Board of your Company
monitors the situation and makes assessment of the likely impact of the pandemic on
overall economic environment and its operations. In the prevailing circumstances, the
Company does not anticipate any challenge in meeting its future obligations and as such
does not expect any impact of COVID 19 outbreak on its ability to continue as a going
concern.

SCHEME OF AMALGAMTION

The proposed Scheme of Amalgamation in terms of Section 230-232 of the Companies Act,
2013 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 from
the Stock Exchanges during the year ended 31% March, 2021. The Company is in the process
of obtaining other necessary approvals/consents including that of the Shareholders and the
National 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 business
is presently under suspension.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

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

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

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

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its
business and size of its operations. The objectives of these procedures are to ensure
efficient use and protection of Company's resources, accuracy in financial reports and due
compliance 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, accountability,
transparency, trusteeship and control have always been followed by your Company and it has
complied with all the applicable provisions of Corporate Governance as per the Listing
Regulations. A separate Report on Corporate Governance forms part of the Annual Report
2020-21 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 Annual
General Meeting (AGM) and being eligible offers himself for re-appointment.

Mr. S.K. Roychowdhury (DIN 09116850) was appointed an Additional Director (in capacity
of an Independent Director) on the Company's Board with effect from 2" April, 2021 in
terms of Section 161 of the Companies Act, 2013 and is liable to hold office till the
ensuing AGM of the Company. Necessary resolution for appointing him as an Independent
Director 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 April,
2021.

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

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

The Brief Resume of the Directors seeking appointment/re-appointment at the ensuing AGM
is 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, 2020,
18th August, 2020, 9th September, 2020, 13th November, 2020, 28th January, 2021 and 15th
March, 2021.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the Annual Accounts for the financial year ended 31% March,
2021, the applicable accounting standards had been followed along with proper explanation
relating to material departures;

(b) the directors had 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 at the end of the financial year and of
the profit or loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions
of 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 discharge
their duties and responsibilities effectively; it aims to have a Board with optimum
combination of experience and commitment with the presence of Independent Directors. Such
Board can provide a long term plan for the Company's growth, improve the quality of
governance and increase the confidence of its shareholders.

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

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committees
and of individual Directors by seeking inputs on various aspects of Board/Committee
Governance 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 the
Companies Act, 2013 and the Listing Regulations) and an Independency Certificate from them
have been obtained.

ANNUAL RETURN

As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
the Annual Return as on 31% March, 2021 in Form MGT-7 is available on the Website of the
Company 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 term
of 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 Rules
there under and Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of
Directors of the Company has appointed a Practicing Company Secretary to conduct the
Secretarial Audit of the Company for the Financial Year 2020-21. The Secretarial Audit
Report 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 the
Companies Act, 2013

RELATED PARTY TRANSACTIONS

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

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

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

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism for Directors and
Employees has been established, details of which are given in the Corporate Governance
Report.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of
risks 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 the
internal and external environment to reduce their negative impact. The Board of Directors
of the Company, as and when needed, develops such policies for assessing and managing the
risks 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 made
there under in respect of Directors' Remuneration, were not applicable to the Company
during the year ended 31% March, 2021 as no remuneration is being paid to Directors other
than 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 Exchange
Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 were not applicable to the Company during the year
ended 3st March, 2021.

CODE OF CONDUCT

Your Company has formulated a Code of Conduct which applies to Board Members and Senior
Management Personnel of the Company. Confirmations towards adherence to the Code during
the Financial Year 2020-21 have been obtained from all the Board Members and Senior
Management Personnel in terms of the Listing Regulations and a declaration relating to
compliance of this code during the year by all Board Members and Senior Management
Personnel 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 business
associates for the continuous support given by them to the Company.


  

    

    
FOR AND ON BEHALF OF THE BOARD 
  
  

    
PLACE: KOLKATA
    

  
  

    
DATE: 28" JUNE, 2021