The Directors have pleasure in presenting before you the Twelfth Annual Report of theCompany together with the Financial Statements for the year ended March 31 2017.
The Highlights of the financial performance of the Company during the period endedMarch 31 2017:
(Amount in Rs Actuals)
|PARTICULARS ||2016-17 ||2015-16 |
|Gross Income ||367011732 ||321337519 |
|Profit Before Interest and Depreciation ||53779357 ||48844100 |
|Finance Charges ||89894 ||89403 |
|Provision for Depreciation ||11024537 ||13419222 |
|Net Profit Before Tax ||42664926 ||35335475 |
|Provision for Tax ||15657410 ||13562728 |
|Net Profit After Tax ||27007516 ||21772747 |
|Balance of Profit brought forward ||32736373 ||10963626 |
|Balance available for appropriation ||59743889 ||32736373 |
|Proposed Dividend on Equity Shares ||8139165 ||3600000 |
|Tax on proposed Dividend ||1656320 ||732875 |
|Transfer to General Reserve ||32322634 ||20274212 |
|Surplus carried to Balance Sheet ||13292895 ||8129285 |
The Company is engaged in the business of rearing and trading of prawn seeds and foodtesting analysis. Major income is derived from rearing and trading of prawn seeds. Theexisting Hatcheries of the Company are located at Marakkanam Villupuram District andKeelaiyur Village Poombuhar Sirkali Taluka Nagapattinam District Tamil Nadu.
The Company has reported a steady growth in revenue of Rs. 36.70 crore in FY 16-17compared to Rs. 32.13 crore in FY 15-16.
In order to expand the business the Company acquired existing operative Maturation andHatchery facilities with a capacity of 250 million at a cost of Rs.201916500/-. from aPartnership firm established in 2010 a Chennai based trading firm specializing in supplyof sea food Vannamei prawns
The Company issued equity shares for consideration other than cash under preferentialissue in joint names of Partners jointly designated by the said Partnership Firm againstthe assets taken over by the Company. To meet this requirement Company increased itsAuthorised Capital from Rs. 10.2 crore to Rs. 15 Crore.
The objects of the preferential issue is to accelerate the growth and earning power byacquisition of an existing operative Maturation and Hatchery as stated above. The Companyhas allotted 3365275 equity shares at Rs.60/- per Equity Share (inclusive of Rs.50/- perShare as Premium)
MATERIAL DEVELOPMENTS AFTER THE DATE OF FINANCIAL STATEMENTS:
DIVIDEND AND APPROPRIATION
The Board at its meeting held on May 30 2017 has recommended a final dividend ofRs.0.60 per equity share of face value of Rs.10/- each for the Financial Year ended March31 2017 which is subject to approval of the shareholders at the ensuing Annual GeneralMeeting of the Company to be held on June 30 2016.
Total amount appropriated for dividend including the dividend tax is Rs. 0.97 crore.Total dividend (including dividend tax) amounts to 36.27% of the net profits after tax. Anamount of Rs. 3.23 crore has been transferred to General Reserve.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs.1.20 crore to the general reserve on account ofdeclaration of dividend. An amount of Rs. 0.51 crore is proposed to be retained in thesurplus at the standalone level.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no instances of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
Related party transactions were entered during the financial year were on arm's lengthbasis and were in the ordinary course of business. There were no materially significantrelated party transactions with the Company's Promoters Directors Management or theirrelatives which could have had a potential conflict with the interests of the Company.Transactions with related parties entered by the Company in the normal course of businessare periodically placed before the Audit Committee for its approval. The Audit Committeegranted omnibus approval for the transactions entered into by the Company in the ordinarycourse of business and at arm's length.
The details of Related Party Transactions are given in the notes to the financialstatements.
The Board of Directors met 7 times during the financial year 2016-17.The dates of theBoard meetings held are as follows:
May 30 2016 June 30 2016 July 30 2016 August 13 2016 October 20 2016 December19 2016 and February 14 2017.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
As per the provisions of the Companies Act 2013 Mr.Joseb Raj having DIN: 00848819retires at the ensuing Annual General Meeting and being eligible seeks re-appointment.The board recommends his re-appointment. Details regarding Mr. Joseb Raj are given underthe Corporate Governance report forming part of this Annual Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
A separate meeting of the Independent Directors was held on February 14 2017 to reviewthe performances of;
(a) Non-independent Directors Mrs. Vimalla Joseb and Mr. Joseb Raj; (b) To assess thequality quantity and timeliness of flow of Information
The Company is compliant with the following policies/charters as mandated for alllisted Companies:
- Audit Committee Charter/Policy
- Nomination and Remuneration Policy
- Vigil Mechanism/Whistle Blower Policy
- Code of conduct for prevention of insider trading and code of practices andprocedures for fair disclosure of unpublished price sensitive information
- Policy for preservation of documents and Archival Policy
All the policies are available in the website of the Company www.oceanaabiotek.com
The need for constituting a Corporate Social Responsibility Committee has not yetarisen.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Details regarding the Vigil Mechanism are available in the Corporate Governance Reportforming part of this Annual Report.
The Company has not accepted any public deposits during the FY 2016-17
- no amount on account of principal or interest on public deposits was outstanding ason the date of the financial statements. - there has been no non-compliances with therequirements of the Act.
The Statutory Auditor M/s. Elangovan and Co Chartered Accountants retire at thisAnnual General Meeting and being eligible offers himself for re-appointment. Theresolution in this regard is included in the notice to the Annual General Meeting.
The Company has received confirmation from the Auditor regarding his consent andeligibility under Sections 139 and 141 of the Companies Act 2013.The same can beinspected at the Corporate Office of the Company during business hours.
Observations in Auditors' Report
The Auditors' report does not contain any qualification reservation or adverseremarks.
The Central Government has not prescribed maintenance of cost records for the existingbusiness activities of the Company.
According to the provision of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany engaged the services of Mr. R. Balasubramanian Company Secretary in PracticeChennai to conduct the Secretarial Audit of the Company for the Financial Year 2016-17.
The Secretarial Audit Report submitted by the Company Secretary in Practice is enclosedas a part of this Annual report in Annexure-A which is self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report are covered separately and forms part ofthe Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in Annexure-B to this AnnualReport.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-C.
Particulars of Employees covered by the provisions contained in Rule 5(2) and Rule 5(3)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
The company has not employed any person during the year
- whose remuneration was not less than Rs.10200000/- for the whole year or - notless than Rs. 860000/- per month if employed for part of the year.
- if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 (the Act) the Directorshereby confirm 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has taken adequate steps to adhere to all the stipulations laid down underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance included as a part of this AnnualReport is given in Annexure-E.
Certificate from the Statutory Auditors of the company confirming the compliance withthe conditions of Corporate Governance as stipulated under Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015is attached tothis Annual Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY:
The Company's policy on prevention of sexual harassment of women provides for theprotection and prevention against sexual harassment of women employees at the workplaceand redressal of such complaints. There were no complaints received or pending forredressal during the FY 16-17.
Your Directors take this opportunity to place on record their gratitude for the supportextended to the company by the banks employees and investors.
| ||For Oceanaa Biotek Industries Limited || |
|Date : May 30 2017 ||Vimalla Joseb ||A Joseb Raj |
|Place: Chennai ||Managing Director ||Director |
| ||DIN: 00849207 ||DIN: 00848819 |