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Ocean Agro (India) Ltd.

BSE: 519491 Sector: Industrials
NSE: N.A. ISIN Code: INE049J01010
BSE 00:00 | 26 Aug Ocean Agro (India) Ltd
NSE 05:30 | 01 Jan Ocean Agro (India) Ltd
OPEN 18.65
PREVIOUS CLOSE 17.60
VOLUME 522
52-Week high 23.70
52-Week low 14.15
P/E 19.34
Mkt Cap.(Rs cr) 12
Buy Price 17.60
Buy Qty 5325.00
Sell Price 18.50
Sell Qty 675.00
OPEN 18.65
CLOSE 17.60
VOLUME 522
52-Week high 23.70
52-Week low 14.15
P/E 19.34
Mkt Cap.(Rs cr) 12
Buy Price 17.60
Buy Qty 5325.00
Sell Price 18.50
Sell Qty 675.00

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

Company director report

To

The Members

Your Directors have pleasure in presenting the 29th Annual Report together with the Audited Financial Statements of the company for the year ended 31st March 2019.

1. Financial Performance

(Rs. in Lacs)

PARTICULARSYear ended 31/03/2019Year ended 31/03/208
Income for the year was1878.692005.04
The year's working shows a Gross Profit of(95.63)93.02
Out of which Provisions have been made for :-
Depreciation41.1135.17
Provision for Taxation :
(i) Current Income Tax0.0017.50
(ii) Deferred Tax
Provision for doubtful debts907.1820.00
Previous year expenses0.000.00
Profit / loss after Income Tax(1043.92)20.35

2. Dividend

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

3. Industrial Relation

Industrial relations remained cordial throughout the year. Your Directors place on record 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's Affairs

During the year under report turnover has decreased 6.30% from Rs. 2005.04 lacs to Rs. 1878.69 lacs and the company has incurred the loss of Rs. 1043.92 Lacs due to Rs. 907.18 Bad debt written off. The Directors are endeavoring to improve the performance of the Company in the coming years. Company is strengthening it sales and distribution network by increasing sales staff in unrepresented areas.

5. Corporate Social Responsibility

Section 135 of the Companies Act 2013 and framed Rules thereunder provides that certain Companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules 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 Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability of section 135 of the Act. Hence CSR report is not required to be annexed.

6. Disclosure under Companies Act 2013

(i) Share Capital

The paid up equity capital as on March 31 2019 was Rs. 75871545.00 During the year under review The Company has neither issued shares with differential voting rights nor granted 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 5 (Five) Board Meetings were convened and held. The details of which are given below:

Sr. No.Date of Meeting
1May 30 2018
2August 13 2018
3November 2 2018
4February 12 2019
5March 11 2019

The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

(iii) Statement on Declaration given by Independent Director

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

(iv) Independent Directors' Meeting

The Independent Directors met on 11.03.2019 without attendance of Non-Independent Directors and members of the Management. The Directors reviewed performance of the non-Independent Director and the Board as a whole; the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(v) Particulars of Loans Guarantees or Investments

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

(vi) Audit Committee Meeting

During the year under review Audit Committee met 4 (Four) times on May 30 2018 August 13 2018 November 2 2018 and February 12 2019.The intervening gap between two meetings did not exceed four months.

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

No. of Meetings During the Year
Name Category HeldAttended
Shri Kaushikbhai ParikhManaging Director44
Dr. Ramanbhai PatelIndependent Director44
Smt. Rekhaben ShahIndependent Director44

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

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

(vii)Nomination & Remuneration Committee

During the year under review Nomination &Remuneration Committee met two times on May 30 2018 and March 11 2019.

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

No. of Meetings During the Year
Name Category HeldAttended
Dr. Ramanbhai PatelIndependent Director22
Smt. Rekhaben ShahIndependent Director22

(viii) Stakeholders Grievance Committee

Stakeholders' Grievance Committee met 4 (Four) times on May 30 2018 August 13 2018 November 2 2018 and February 12 2019. The intervening gap between two meetings did not exceed four months.

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

NameCategoryNo. of Meetings During the Year
HeldAttended
Dr. Ramanbhai PatelIndependent Director44
Shri Kaushikbhai ParikhManaging Director44

(ix) Statementon declaration given by independent director

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act 2013 and the applicable regulations of SEBI (Listing Obligations and Disclosures) Regulations 2015.

(x) Particulars of loans guarantees or investments:

The company has neither given any loans or guarantees nor made investments covered under 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 out an exercise to identify elements of risk factors and has not identified any element of risk 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 of its business including adherence to Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit Function process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit Observations and Recommendations along with 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 with instance of fraud and mismanagement if any.

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

10. Director and Key Managerial Personnel

(i) Cessation

Mr. Viral Mehta has resigned from the company as Company Secretary w.e.f. 27th March 2019

(ii) Retirement by rotation

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

(iii) Appointment of Independent Director

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

Sr. No.Name of DirectorsDate of AppointmentTerm
1Dr. Ramanbhai Patel25th September 20145 Years
2Mrs. Rekhaben Shah29th September 20155 Years

(iv) Evolution of Board Performance

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

(v) Remuneration Policy

a. Remuneration to Non-Executive Directors

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

b. Remuneration to Executive Directors

The Company has credible and transparent policy in determining and accounting for the remuneration of Executive Directors. Their remuneration is governed by external competitive environment; track record potential individual performance and performance of the Company as well as Industrial Standards. The remuneration determined for the Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors.

11. Director responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the Directors would like to state that:

I. In the preparation of the annual accounts the applicable accounting standards have been followed.

II. The Directors have 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 the year under review.

III. The Directors have 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.

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 the company and that such internal financial controls are adequate and were operating effectively.

VI. 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.

12. Public Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. as amended from time to time. Further details of money as on the end of financial year not considered as deposits is given elsewhere in this Annual Report.

13. Related Party Transaction

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly the disclosure of related party transaction as required under section 134 (3)(h) of the companies Act 2013 in Form AOC-2 is not applicable.

14. Significant Material Orders Passed by the Regulators / Courts

There are no significant material orders passed by the Regulators/ Courts which would impact 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 brief financial 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 the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 129 (3) of the Act. These financial statements disclose the assets liabilities income expenses and other details of the Company and its subsidiary.

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 read with rules framed thereunder and pursuant to Clause 33 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries joint ventures and associates in Form AOC-1 forms part of the Annual Report.

16. Auditors

(i) Statutory Auditor

M/s. Kishor Sheth& Co. (Firm Registration No. 117526W) Chartered Accountants was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September 2017 for a term of 5 (Five) consecutive years.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

The observations of the Auditors are duly explained in notes 32 the Annual Accounts.

(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 has appointed Shri Ashwin Shah a company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure A.

17. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure B.

18. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

19. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and rules made thereunder your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related 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 made thereunder the concerned particulars relating to Energy conservation and Technology Absorption are not applicable to the Company. Foreign Exchange Earning and outgo is given in Annexure-C which is attached here to and forms part of the Director's Report.

21. Corporate Governance & Management Discussion and Analysis Report

Corporate Governance as stipulated in regulation 15 of SEBI (Listing Obligations and Disclosures) Regulations is not mandatory for time being in respect of Companies having paid up equity share capital not exceeding is Rs. 10 Crore and net worth not exceeding Rs. 25 Crore as on 31.03.2019 In view this the Company is not required to give Corporate Governance Report. Management Discussion and Analysis Report form part of this report are enclosed 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 employees of the Company will be provided upon request. In terms of Section 136 of the Act the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same such member may write to the Company Secretary in advance.

23. Acknowledgement

The directors extend their sincere thanks to the Bankers Financial Institutions Central Government and State Government Authorities and all associated with the company for the cooperation. The Directors also place on record the efforts made by the employees workers and all other associated with the company for making their organization successful.

By Order of the Board of Directors
Date: 13th August 2019Kaushik ParikhManharbhai Patel
Place: AhmedabadManaging DirectorJt. Managing Director
DIN: 00489853DIN: 00489977

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

   

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