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Ocean Agro (India) Ltd.

BSE: 519491 Sector: Industrials
NSE: N.A. ISIN Code: INE049J01010
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OPEN 42.15
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VOLUME 1750
52-Week high 44.50
52-Week low 22.90
P/E 34.63
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.15
CLOSE 40.00
VOLUME 1750
52-Week high 44.50
52-Week low 22.90
P/E 34.63
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ocean Agro (India) Ltd. (OCEANAGROI) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 25th ANNUAL REPORT of the Company alongwith Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL PERFORMANCE

(Rs In lacs)

Income for the year was 2144.58 1939.84
The year’s working shows a Gross Profit of 205.35 187.65
0ut of which Provisions have been made for
Depreciation 94.32 69.76
Provision for Taxation :
(i) Current Income Tax 27.30 27.75
(ii) Deferred Tax 0.00 0.00
Provision for doubtfull debts 65.00 75.00
Previous year expenses 2.70 2.37
Profit after Income Tax 16.03 12.78

2. Dividend

Due to inadequacy of profit director have thought fit to conserve the liquidity. Thedirectors therefore do not recommend dividend for the current year.

3. Industrial Relation

Industrial relations remained cordial throughout the year. Your Directors place onrecord their deep appreciation of the contribution made by the employees at all levels.Measures have been taken for Human Resources Development.

4. Performance

During the year under report turnover has increased 6.55 % from Rs.2012.74 lacs to Rs.2144.58 lacs and the profit aftertax has increased from Rs. 12.77 lacs to Rs. 16.03 lacs.The Directors are endeavoring to improve the performance of the Company in the comingyears. Company is strengthening it sales and distribution network by increasing salesstaff in unrepresented areas.

5. Corporate Social Responsibility

Section 135 of the Companies Act 2013 and framed Rules thereunder provides thatcertain Companies are require to spend 2% of its average net profit during 3 precedingyears on CSR activities. It also provides formation of CSR committee of the Board. TheRules prescribe the activities qualify under CSR and the manner of spending the amount.

The company is not covered under section 135 of the companies Act 2013 and the Rulesframed thereunder for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability of section 135 of the Act. Hence CSR report isnot required to be annexed.

6. Disclosure under Companies Act 2013

(I) number of meeting

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 6 Board Meetings were convened and held. The details of which are givenBlow. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

(ii) Statement on declaration given by independent director

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

(iv) Independent Directors'Meeting

The Independent Director met on 30.03.2015 Without attendance of Non-IndependentDirectors and members of the Management. The Director review performance of thenonindependent Director and the Board as whole; the performance of the chairman of thecompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

(v) Particulars of loans guarantees or investments:

The company has neither given any loans or guarantees nor made investments coveredunderthe provisions of section 186 of the Companies Act 2013.

(v) Composition of Audit Committee

During the year under review Audit Committee met four times on May 5 2014 August 132014 November 11 2014 and February 112015. The intervening gap between two meetingsdid not exceed four months.

The Composition of the Audit Committee and details of attendance of the members at thecommittee meetings during the year are given below:

Name Category

No. of Meetings during the year

Held Attended
Shri Girishbhai Shah Independent Director 4 4
Shri Kaushikbhai Parikh Managing Director 4 4
Dr. Ramanbhai Patel Independent Director 4 4

The Chief Financial Officer and representatives of Statutory Auditors are invited tothe meetings of the Audit Committee.

The Committee discharges such duties and functions generally indicated in Section 177of the Companies Act 2013 and such other functions as may be specifically delegated tothe Committee by the Board from time to time.

(vi)Nomination & Remuneration Committee:

During the year under review Nomination & Remuneration Committee met two times onMay 302014 and March 302015.

The composition of the Nomination & Remuneration Committee and details of meetingsattended by the members are given below:

Name Category

No. of Meetings during the year

Held Attended
Shri Girishbhai Shah Independent Director 2 2
Dr. Ramanbhai Patel Independent Director 2 2

7. Corporate Governance

Vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014. SEBI has revised clause49 of the listing agreement. The said clause has come into effect from 01.10.2014. Thesaid clause is not mandatory for time being in respect of Companies having paid upequity share capital not exceeding is Rs. 10 Crore and net worth not exceeding Rs. 25Crore as on 31.03.2014 In view this the Company is not required to give C.G Report.

8. Business Risk management

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has carried outan exercise to identify elements of risk factors and has not identified any element ofrisk which may threaten the existence of the company.

9. Internal Control System

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

10. Vigil Mechanism/whistle Blower policy

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

1. Director and key managerial personnel

(i) Retirement by rotation

Directors Shri Kaushik B Parikh retires by rotation and being eligible offerthemselves for re appointment. The Directors recommend Shri Kaushik B Parikh forre-appointment.

(ii) Appointment

Mrs. Rekhaben S. Shah was appointed as an Additional Director of the Company witheffect from 30th March 2015.

(iii) Appointment of Independent Director

Shri. Girishbhai Shah and Dr. Ramanbhai Patel were appointed as independent directorsunder section 149 of the Companies Act 2013 in the lastA.G.M. held on 25th September 2014to hold office for 5 (Year) consecutive years i.e. for a term up to the conclusion of 28thAnnual General Meeting of the company in the calendaryear2019.

(iv) Evolution of Board Performance

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Board functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

(vi) Remuneration Policy

(a) Remuneration to Non-Executive Directors

At present the Company does not have the policy of payment of remuneration to NonExecutive directors except by way of sitting fees for attending the meeting of the Boardor a committee thereof.

(b) Remuneration to Executive Directors

The Company has credible and transparent policy in determining and accounting for theremuneration of Executive Directors. Their remuneration is governed by externalcompetitive environment; track record potential individual performance and performanceof the Company as well as industrial standards. The remuneration determined for theExecutive Directors is subject to the approval of Remuneration Committee of the Board ofDirectors.

(i) Appointment of Key Managerial personnel

During the period under review Mr. Anup Shah was appointed as a Chief financialofficer and Compliance Officer of the Company w.e.f. 1st June 2014.

12. Director responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

(ii) The directors have 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 the year under review.

(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

13. Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

14. Related Party Transaction

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Accordingly the disclosure of related party transactionas required under section 134(3)(h) of the companies Act 2013 in form AOC 2 is notapplicable

15. Significant material orders passed by the Regulators / Courts.

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

16. Subsidiary Company

The Company had 1 subsidiary at the beginning of the year. A statement containing brieffinancial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges aconsolidated financial statement of the Company and its subsidiary is attached. Theconsolidated financial statements have been prepared in accordance with the relevantaccounting standards as prescribed under Section 129(3) of the Act. These financialstatements disclose the assets liabilities income expenses and other details of theCompany and its subsidiary.

Pursuant to the provisions of Section 129134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Clause 41 of the Listing Agreement yourCompany had prepared consolidated financial statements of the company and its subsidiariesand a separate statement containing the salient features of financial statement ofsubsidiaries joint ventures and associates in FormAOC-1 forms part of the Annual Report.

17. Auditors

(I) Statutory Auditor

M/s.Ambalal M. Shah & Co. (Firm Registration No 110417W) Chartered Accountantswas appointed as Statutory Auditors of your Company at the last Annual General Meetingheld on 25th September 2014 for a term of Three consecutive years. As per the provisionsof Section 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting.

The observations of the Auditors are duly explained in notes 27 the Annual Accounts.

(li) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Shri Ashwin Shah a company Secretaries in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureA"

18. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as"Annexure B".

19. Prevention Of InsiderTrading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

20. Prevention Of Sexual Harassment At Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.

21. Energy conservation technology absorption foreign exchange earnings and outgo.

As required under section 134 (3) (m) of the Companies Act 2013 and the rules madetherein the concerned particulars relating to Energy conservation and TechnologyAbsorption are not applicable to the Company. Foreign Exchange Earning and outgo is givenin Annexure-C which is attached here to and forms part of the Director's Report.

22. Particulars of employees

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

23. Acknowledgement

The directors extend their sincere thanks to the Bankers Financial InstitutionsCentral Government and State Government Authorities and all associated with the companyfor the cooperation. The directors also place on record the efforts made by the employeesworkers and all other associated with the company for making their organizationsuccessful.

By Order of the Board
Place : Vadodara K. B. Parikh
Date : 11thAugust 2015 Managing Director

'ANNEXURE A’

SECRETARIAL AUDIT REPORT FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31st March 2015

Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment

and Remuneration Personnel) Rules 2014

To

The Members

Ocean Agro (India) Limited.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ocean Agro (India) Limited (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on our verification of books papers minute books forms and returns filed andother records maintained by the company and also the information provided by the Companyits officers agents and authorized representatives during the conduct of secretarialaudit we hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

vi. As per the explanations and clarifications given to us and the representation madeby the management during the period under review there are no specific laws applicable tocompany

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India. (Notapplicable as not notified during the period under review).

ii. The Listing Agreements entered into by the Company with Stock Exchanges;

During the period under review and as per the explanations and clarification given tous and the representation made by the company the company has generally complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned above.

The company was not required to comply with the provision of other regulation listed inthe Form No. MR-3 prescribed under the companies Rules 2014 as there were no instance /events falling within the perview of these regulations during the financial year.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings as represented by the management were takenunanimously.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines

I further report that during the audit period the company has

1. Passed a special resolution for alteration of Articles of Association in the AnnualGeneral Meeting held on 25th September 2014.

2. Passed a special resolution under Section 180(1)(a) and 180(1)(c) of the CompaniesAct 2013 in the annual general meeting held on 25th September 2014.

Place: Ahmedabad CS AshwinShah
Date: 11th August 2015 Company Secretary
C. P. No. 1640

Note: This report is to be read with our letter of even date which is annexed as'ANNEXURE (I)' and forms an integral part of this report.

‘ANNEXURE (I)’

To

The Members

Ocean Agro (India) Limited.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place: Ahmedabad CS AshwinShah
Date: 11th August 2015 Company Secretary
C. P. No. 1640

ANNEXURE - C TO DIRECTORS' REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES ACT - 2013 - U/s 134 (3) (M) READ WITH RULE 8OF THE COMPANIES (ACCOUNTS) RULES 2014.

(DISCLOSURE OF THE PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)

Total Foreian Exchanae Used & Earned (Rs. In Lacs)
2014-2015 2013-2014
Total Foreign Exchange earned (FOB) 6.50 5.15
Total Foreign Exchange used (CIF) 147.35 125.88