To,
The Members,
Your Directors are pleased to present the Company's Director Report on the business and operations of Octavius Plantations Limited the ("Company") together with the Audited Financial Statements for the financial year ended March 31, 2020.
1. COMPANY OVERVIEW:
OCTAVIUS PLANTATIONS LIMITED is a public limited company incorporated on 26th June 1984 under The Companies Act, 1956 and having its registered office at E-40/3, OKHLA INDUSTRIAL AREA, PHASE-2 NEW DELHI NEW DELHI South Delhi - 110020.
2. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY
During the year under review, performance of your company as under:
Particulars
Total Revenue
Total Expenses
Net Profit Before Tax
Tax Expense
Net Profit After Tax
Earnings per Equity share (a) Basic and Diluted
No. of Equity Share (face value of Rs. 10 each)
3. OPERATION/ STATE OF COMPANY'S AffAIRS
During the year under review, your Company recorded the turnover of Rs. 218373390 against last year Rs. 17,71,18,960. The net worth of the Company also increased substantially to Rs. 163785010 as against Rs.14,48,48,858 as on 31.03.2023. Your Directors are making all out efforts to improve theperformance of the Company in the current year.
The Management looks the future with optimism and hopes to do better in year to come.
4. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY
Pursuant to Section 12 of The Companies Act, 2013 and any other applicable provisions of The Companies Act, 2013 and Rules made thereunder (including any statutory modifications and re-enactment thereof for the time being in force), the Company has changed its Registered Office from T-4, Okhla Industrial Area, Phase -II, New Delhi - 110020 to E-40/3, Okhla Industrial Area, Phase -II, New Delhi - 110020 with effect from
15.06.2022.
5. DIVIDEND
In view of strengthening the financial position of the Company and to enhance the reserve base of the Company, the Directors have not recommended any dividend during the financial year 2022-23.
6. RESERVES
During the year, the Company has transferred amount of Rs. 1,89,36,152 to General Reserve.
7. SHARE CAPITAL & LISTING
As on 31st March, 2023, the Company has Authorised Share Capital of Rs.3,00,00,000/-.
During the period under review, the Company has not increased its authorised share capital and not issued any other kind of securities.
8. LISTING STATUS
Your Company has paid the Annual Listing Fees for the Financial Year 2022-23 to the BSE Limited where the shares of the company are listed.
9. PARTICULARS OF EMPLOYEES
During the year under review, none of the employee of the company has drawn salary in excess of the limits as specified under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT, 2013:
The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013.
11. QUALITY INITIATIVE
The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management by successfully completing annual re-certification/surveillance
audits for various industry standards and models.
12. BOARD MEETINGS, BOARD OF DIRECTORS & COMMITTEES OF DIRECTORS
A. Board Meetings
The Board of Directors of the Company met 10 Times during the financial year i.e.,
28.05.2022, 30.05.2022, 15.06.2022, 14.08.2022, 15.09.2022, 25.10.2022, 14.11.2022,
25.11.2022, 01.02.2023 and 13.02.2023 The gap intervening between two meetings of the board is in accordance with the provisions of the Companies Act, 2013 (hereinafter "the Act").
B. Board of Directors
The present Composition of the Board of Directors is in compliance with the provision of section 149 of the Companies Act, 2013
C. Declaration by Independent Director(s)
The Company has received necessary declaration from independent directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
D. Committees of the Board
The Company has the following Committees of the Board:
1. Audit Committee: The details of the Committee along with composition of Company's Audit Committee given below. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.
2. Nomination and Remuneration Committee: The details of the Committee along with the composition and meetings held during the year under review are provided below. It recommends to the Board, inter alia, the Remuneration Package of Directors and Key and other Senior Managerial Personnel.
The policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same. The particulars required to be furnished relating to the Policy on Directors' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director and other related matters including remuneration of employees has been uploaded on the website of the Company.
3. Stakeholders Relationship Committee: Details of the Committee along with composition and meetings held during the year under below.
Name of the Committee
Composition of the Committee
Audit Committee
1. Ms. B C Poonamma
Chairperson
2. Mrs. Anjana Jain
Member
3. Ms. Nalini Jain
Nomination and Remuneration
Committee
Stakeholders
Relationship Committee
The Policy on Formulation of Audit Committee is enclosed as Annexure II.
13. Corporate Social Responsibility
As per Section 135 (1) of the Companies Act, 2013, the Company doesn't require to constitute CSR Committee during the financial year 2022- 2023.
However, your Company is committed to the principles of sustainable development and consistently carries out initiatives in the area of corporate social responsibility to benefit the communities that it interacts with during the course of business.
11. Policy on Directors' appointment and remuneration
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. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company is uploaded on www.octaviusplantations.com at investors column.
Further Board affirm that the remunerations payable by the Company is as per provision of the Companies Act, 2013 and the rules made thereunder.
12. Independent Directors' Meeting
During the year under review, the Independent Directors met on 25.03.2020, inter alia, to discuss:
a. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;
b. Evaluation of the quality, content and timelines of flow of information between the Management
c. and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
13. Details of Establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers), Rules, 2014 a Vigil Mechanism for directors and employees to report genuine concerns has been established.
The derails of establishment of Vigil Mechanism for Directors and Employees is enclosed asAnnexure III
14. Statutory Auditors
At the Annual General Meeting held on December 26, 2022, M/s. V.SINGHI & ASSOCIATES, Chartered Accountants, Delhi were appointed as statutory auditors of the Company to hold office for a term of five years from the conclusion of this meeting until the conclusion of Annual General Meeting to be held in the year 2026-27.
Observations by the Statutory Auditor are self-explanatory need not to elaborate further. Our management has reviewed and taken note of the same
15. Statutory Auditors
Comments on Secretarial Auditors' report
Mr. Suprabhat Chakraborty, Company Secretary has given secretarial audit report wherein it is observed that:
a) The company not compliance under the disclosure of Structured Digital Database (SDD) as per Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations 2015;
However, Company is in process of implement structured Digital Database (SDD) system.
b) Independent Directors of the company have not clear online self -assessment proficiency test as per the companies (Appointment and Qualification of Directors) Rules, 2014.
16. INTERNALAUDITORS:
M/s. Ravinder K Goyal, Chartered Accountant (Firm Registration Number: 013997N) have been appointed as Internal Auditors of the Company by complying with the provisions of Section 138 (1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.
17. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS, 2015:
There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143 (12) of The Companies Act, 2013.
18. INDIAN ACCOUNTING STANDARDS, 201
The annexed financial statements complies in all the material aspects with The Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.
19. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that?
a) in the preparation of the annual accounts, 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 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 and 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 this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively
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.
20. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.
21. MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of the Independent Directors was held during FY 21st November 2022; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:
• Evaluation of the performance of Non-Independent Directors and the Board of Directors.
• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.
• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
22. ANNUAL EVALUATION BY THE BOARD:
The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors expressed their satisfaction with the evaluation process.
23. CODE OF CONDUCT:
The Company has laid down the rules for code of conduct for the Members of the Board and Senior Management Personnel of the Company. The code of conduct has also been posted on Company's website. In compliance with this code, the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31st March, 2023.
24. Extract of Annual Return
Annual Return of the company as on March 31, 2023 is available on the company website and can be assessed at www.octaviusplantations.com.
25. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
During the year under review, the provisions relating to sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to company.
26. Material changes and commitments affecting financial position between the end of the financial year and date of report
No significant material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the board report, which require disclosure in the accounts.
27. Particulars of loans, guarantees or investments under section 186
The Company has not granted any loans, given guarantees or made investments to Companies or concerns covered under section 186 during FY 2022-23.
28. Particulars of contracts or arrangements with related parties
The details of Loans, Investments, Guarantees and Securities made during the financial year ended 31st March, 2023 as per the provisions of Section 186 of The Companies Act, 2013 and
Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to the Financial Statements forming part of Annual Report.
29. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details required under Section 197(12) of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Board's Report.
30. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The particulars as prescribed under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given below:
a) Conservation of energy: Not Applicable
b) Technology absorption: Not Applicable
c) Foreign Exchange earnings and outgo: Foreign Outgo: INR 46,77,187.00
31. Deposits
During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.
32. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:
During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.
33. PROHIBITION OF INSIDER TRADING:
As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Tara Rawat, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Company's securities upto 13.06.2023, the company transfer her responsibility to Mr. Sajjan Kumar Deora.
34. COST AUDIT AND COST RECORDS:
During the financial year 2022-23; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.
35. Risk Management Policy
In terms of the requirement of the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.
36. Details of subsidiary/ Joint ventures/ Associates Companies.
The company has no Subsidiary/Joint Venture/Associate Companies.
37. Internal Financial Control and their Adequacy
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting. The Company also has an Audit committee; comprising 3 (Three) Directors, who interact with the Management in dealing with matters within its terms of reference. This committee mainly deals with accounting matters, financial reporting and internal controls.
38. Website Link
The web address of the Company is www.octaviusplantations.com
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the company's operations forms part of this Annual Report.
40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations. During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
41. Board Evaluation
Pursuant to the provisions of Section 134(3)(p) of the Act, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee.
42. Change in The Nature of Business
There has been no change in the nature of business of the Company.
43. Disclosure under Secretarial Standard-1 (SS-1)
Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013. As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1), the Company complies with the provisions of applicable Secretarial Standards in respect of the convening of the Board & General Meetings.
44. Industrial Relations
During the year under review, harmonious industrial relations were maintained in your Company.
45. Other Disclosure:
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
• No Frauds has been reported by the auditors to the Audit Committee or the Board.
• There is no proceeding pending under the Insolvency & Bankruptcy code, 2016
• There was no instance of one-time settlement with any bank or Financial Institution.
• The Directors & the Senior Management Personnel of the company have affirmed the compliance with code of conduct, as applicable to them for the financial year ended on 31st March 2022.
• Disclosure with respect to demat suspense account/ unclaimed suspense account. There was no such share unclaimed in the Financial year under review.
46. Acknowledgement
Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government Authorities, Financial Institutions, the Company's Bankers, Shareholders Suppliers, Customers, and Business associates.
Your Directors also place on record their appreciation for the services of all the workers, staffs and executives, which is largely reflected in the performance of the Company.
For Octavius Plantations Limited
Date:04.09.2023
Place: New Delhi