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Ocean Agro (India) Ltd.

BSE: 519491 Sector: Industrials
NSE: N.A. ISIN Code: INE049J01010
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VOLUME 2418
52-Week high 44.50
52-Week low 21.60
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 21.60
CLOSE 22.70
VOLUME 2418
52-Week high 44.50
52-Week low 21.60
P/E
Mkt Cap.(Rs cr) 15
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 27th Annual Report together with theAudited Financial Statements of the company for the year ended 31st March 2017.

1. Financial Performance

(Rs. in Lacs)

PARTICULARS Year ended Year ended
31/03/2017 31/03/2016
Income for the year was 2350.55 2276.14
The year's working shows a Gross Profit of 184.56 188.66
Out of which Provisions have been made for :-
Depreciation 31.52 29.46
Provision for Taxation :
(i) Current Income Tax 24.00 23.50
(ii) Deferred Tax
Provision for doubtful debts 80.00 100.00
Previous year expenses 0.00 0.00
Profit after Income Tax 49.04 35.70

2. Dividend

Due to inadequacy of profit directors 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/ Statement of Companyfs Affairs

During the year under report turnover has increased 3.27% from Rs. 2276.14 lacs to Rs.2350.55 lacs and the profit after tax has increased from Rs. 35.70 lacs to Rs. 49.04 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. Share Capital

The paid up equity capital as on March 31 2017 was Rs. 6744900. During the yearunder review The Company has neither issued shares with differential voting rights norgranted stock options nor sweat equity nor bonus share.

(ii) Board Meetings

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

During the year 7 Board Meetings were convened and held. The details of which are givenbelow:

Sr. No. Date of Meeting
1 May 30 2016
2 June 20 2016
3 July 01 2016
4 August 12 2016
5 November 11 2016
6 February 13 2017
7 March 01 2017

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.

III. Independent Directorsf Meeting

The Independent Directors met on 01.03.2017 without attendance of Non-IndependentDirectors and members of the Management. The Directors reviewed performance of thenon-Independent Director and the Board as a 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.

IV. Particulars of Loans Guarantees or Investments

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

V. Audit Committee Meeting

During the year under review Audit Committee met four times on May 30 2016 August 122016 November 11 2016 and February 13 2017. 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 twotimes on March 01 2017 and July 01 2017

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
Mrs. Rekhaben Shah Independent Director 2 2

VII. Stakeholders Grievance Committee

Stakeholders' Grievance Committee met 3 times during the year on July 13 2016 October07 2016 and January 01 2017.

The composition of the Stakeholders' Grievance Committee and details of meetingsattended by members are given below:

Name Category No. of Meetings during the year
Held Attended
Shri Girishbhai Shah Independent Director 3 3
Dr. Ramanbhai Patel Independent Director 3 3
Shri Kaushikbhai Parikh Managing Director 3 3

VIII. 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 and theapplicable regulations of SEBI (Listing Obligations and Disclosures) Regulations 2015.

IX. Particulars of loans guarantees or investments:

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

7. 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.

8. Internal Control System

The Company has laid down Internal Financial Control Policy under Section 134 (5) (e)of the Companies Act 2013 which helps in ensuring the orderly and efficient conduct ofits business including adherence to Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information.

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 and tothe 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.

9. 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.

10. Director and Key Managerial Personnel

(i) Retirement by rotation

Shri Kaushikbhai B. Parikh retires by rotation and being eligible offers himself forreappointment. The Directors recommend Shri Kaushikbhai B. Parikh for re-appointment.

(ii) Appointment of Independent Director

Independent Directors were appointed as per the requirements of section 149 of theCompanies Act 2013. Details of appointment of Independent Directors are as follows:

Sr. No. Name of Directors Date of Appointment Term
1 Shri Girishbhai Shah 25th September 2014 5 Years
2 Dr. Ramanbhai Patel 25th September 2014 5 Years
3 Mrs. Rekhaben Shah 29th September 2015 5 Years

(iii) Evolution of Board Performance

Pursuant to the provisions of the Companies Act 2013 and applicable regulations ofSEBI (Listing Obligations and Disclosures) Regulations 2015 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.

(iv) 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.

11. 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 standardshave been followed.

II. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the 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 systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

12. Public 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.

13. 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.

14. 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.

15. 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 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 into with the Stock Exchanges a consolidated financial statement of theCompany and its subsidiary is attached. The consolidated financial statements have beenprepared in accordance with the relevant accounting standards as prescribed under Section129 (3) of the Act. These financial statements disclose the assets liabilities incomeexpenses and other details of the Company and its subsidiary.

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Clause 33 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company had preparedconsolidated financial statements of the company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries jointventures and associates in Form AOC-1 forms part of the Annual Report.

16. Auditors

(i) Statutory Auditor

M/s. Ambalal M. Shah & Co. (Firm Registration No 100304W) Chartered Accountantswas appointed as Statutory Auditors of your Company at the Annual General Meeting held on25th September 2014.The Report given by the Auditors on the financial statements of theCompany is part of the Annual Report.

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

M/s. Ambalal M. Shah & Co. (Firm Registration No 100304W) Chartered Accountantsretire at the conclusion of the ensuing Annual General Meeting. M/s. Kishor Sheth &Co. (Firm Registration No. 117526W) Chartered Accountants have confirmed theireligibility and willingness to accept the office of Statutory Auditor of the Company. Thenecessary resolution seeking your approval for appointment of Statutory Auditor has beenincorporated in the notice convening the Annual General Meeting.

(ii) 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"

17. Extract of Annual Return

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

gAnnexure Bh.

18. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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.

19. 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 has constitutedInternal Complaints Committee (ICC) which is responsible for redressal of complaintsrelated to sexual harassment.

During the year under review there were no complaints pertaining to sexual harassment.

20. Energy Conservation Technology Absorption Foreign Exchange Earnings and Outgo

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

21. Corporate Governance & Management Discussion and Analysis Report

Corporate Governance as stipulated in regulation 15 of SEBI (Listing Obligations andDisclosures) Regulations is not mandatory for time being in respect of Companies havingpaid up equity share capital not exceeding is Rs. 10 Crore and net worth not exceeding Rs.25 Crore as on 31.03.2017 In view this the Company is not required to give CorporateGovernance Report. Management Discussion and Analysis Report form part of this report areenclosed as "Annexure-D" and forms part of the 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 co-operation. The Directors also place on record the efforts made by theemployees workers and all other associated with the company for making their organizationsuccessful.

By Order of the Board of Directors
Place: Vadodara K. B. Parikh M. D. Patel
Date: 19th August 2017 Managing Director Joint Managing Director

 

Registered Office
A 207 Oxford Avenue
Opp. C. U. Shah College
Ashram Road
Ahmedabad 380 014
Phone : (0265) 2351223 2313690
Fax : (0265) 2313690
Email Id : kaushik_parikh@yahoo.com
Website : www.oceanagro.com
CIN : L15174GJ1990PLC013922