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Ocean Agro (India) Ltd.

BSE: 519491 Sector: Industrials
NSE: N.A. ISIN Code: INE049J01010
BSE 00:00 | 20 Feb 21.25 -0.75
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NSE 05:30 | 01 Jan Ocean Agro (India) Ltd
OPEN 20.90
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VOLUME 3710
52-Week high 28.45
52-Week low 13.75
P/E
Mkt Cap.(Rs cr) 14
Buy Price 21.50
Buy Qty 30.00
Sell Price 21.00
Sell Qty 1.00
OPEN 20.90
CLOSE 22.00
VOLUME 3710
52-Week high 28.45
52-Week low 13.75
P/E
Mkt Cap.(Rs cr) 14
Buy Price 21.50
Buy Qty 30.00
Sell Price 21.00
Sell Qty 1.00

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

Company director report

To

The Members

Your Directors have pleasure in presenting the 28th Annual Reporttogether with the Audited Financial Statements of the company for the year ended 31stMarch 2018.

1. Financial Performance

(Rs. in Lacs)

PARTICULARS

Year ended 31/03/2018

Year ended 31/03/201

Income for the year was

2005.04

2350.55

The year's working shows a Gross Profit of

93.02

184.56

Out of which Provisions have been made for :-
Depreciation

35.17

31.52

Provision for Taxation :
(i) Current Income Tax

17.50

24.00

(ii) Deferred Tax
Provision for doubtful debts

20.00

80.00

Previous year expenses

0.00

0.00

Profit after Income Tax

20.35

49.04

2. Dividend

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

3. Industrial Relation

Industrial relations remained cordial throughout the year. YourDirectors place on record their deep appreciation of the contribution made by theemployees 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 14.70% from Rs.2350.55 lacs to Rs. 2005.04 lacs and the profit after tax has decreased from Rs. 49.04lacs to Rs. 20.35 lacs. Sales is decreased due to implementation of GST from 1st July2017.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 thereunderprovides that certain Companies are require to spend 2% of its average net profit during 3preceding years on CSR activities. It also provides formation of CSR committee of theBoard. The Rules prescribe the activities qualify under CSR and the manner of spending theamount.

The company is not covered under section 135 of the Companies Act 2013and the Rules framed thereunder for the financial year under report. CSR Committee of theBoard will be constituted at the time of applicability of section 135 of the Act. HenceCSR 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 2018 was Rs. 75871545.00.During the year under review The Company has neither issued shares with differentialvoting 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 theDirectors.

During the year 6 (Six) Board Meetings were convened and held. Thedetails of which are given below:

Date of Meeting
1 May 29 2017
2 August 19 2017
3 September 12 2017
4 November 13 2017
5 February 12 2018
6 March 10 2018

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

(iii) Statement on Declaration given by Independent Director

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

(iv) Independent Directors' Meeting

The Independent Directors met on 10.03.2018 without attendance ofNon-Independent Directors and members of the Management. The Directors reviewedperformance of the non-Independent Director and the Board as a whole; the performance ofthe Chairman of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

(v) Particulars of Loans Guarantees or Investments

The company has neither given any loans or guarantees nor madeinvestments 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 May29 2017 September 12 2017 November 13 2017 and February 12 2018. The intervening gapbetween two meetings did not exceed four months.

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

Name Category

No. of Meetings During the Year

Held

Attended

Shri Girishbhai Shah* Independent Director

2

2

Shri Kaushikbhai Parikh Managing Director

6

6

Dr. Ramanbhai Patel Independent Director

6

6

Smt. Rekhaben Shah Independent Director

6

6

* Shri Girishbhai Shah Independent Director ceased to be a Directordue to his death on 22.10.2017.

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

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

(vii)Nomination & Remuneration Committee

During the year under review Nomination & Remuneration Committeemet two times on May 29 2017 and March 10 2018.

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

Name Category

No. of Meetings During the Year

Held

Attended

Shri Girishbhai Shah Independent Director

1

1

Dr. Ramanbhai Patel Independent Director

2

2

Smt. Rekhaben Shah Independent Director

2

2

* Shri Girishbhai Shah Independent Director ceased to be a Directordue to his death on 22.10.2017.

(viii) Stakeholders Grievance Committee

Stakeholders' Grievance Committee met 4 (Four) times on May 29 2017August 19 2017 November 13 2017 and February 12 2018. The intervening gap between twomeetings did not exceed four months.

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

WIDTH=11% VALIGN=TOP>

2

Name Category

No. of Meetings During the Year

Held

Attended

Shri Girishbhai Shah* Independent Director

2

Dr. Ramanbhai Patel Independent Director

3

3

Shri Kaushikbhai Parikh Managing Director

3

3

* Shri Girishbhai Shah Independent Director ceased to be a Directordue to his death on 22.10.2017.

(ix) Statement on declaration given by independent director

All independent directors have given declarations that they meet thecriteria of independence as laid down under section 149 (6) of the Companies Act 2013 andthe applicable regulations of SEBI

(Listing Obligations and Disclosures) Regulations 2015.

7. Business Risk management

Pursuant to section 134 (3) (n) of the Companies Act 2013 the companyhas carried out an exercise to identify elements of risk factors and has not identifiedany element of risk which may threaten the existence of the company.

8. Internal Control System

The Company has laid down Internal Financial Control Policy underSection 134 (5) (e) of the Companies Act 2013 which helps in ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information.

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined in the Internal Audit Manual. To maintain its objectivity andindependence the Internal Audit Function reports to the Chairman of the Audit Committeeof the Board and to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficancy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofInternal Audit Function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant Audit Observations andRecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

9. Vigil Mechanism/whistle Blower policy

The Company has a vigil mechanism named Fraud and Risk ManagementPolicy to deal with instance of fraud and mismanagement if any.

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

10. Director and Key Managerial Personnel

(i) Cessation

Shri Girishbhai Girdharlal Shah ceased to be a Director of the Companydue to his sad demise on October 22 2017. The Board placed on record its appreciation forthe valuable services rendered by Shri Girishbhai Girdharlal Shah.

(ii) Retirement by rotation

Shri Manharbhai Dayaljibhai Patel retires by rotation and beingeligible offers himself for reappointment. The Directors recommend Shri ManharbhaiDayaljibhai Patel for re-appointment.

(iii) Appointment of Independent Director

Independent Directors were appointed as per the requirements of section149 of the Companies Act 2013. Details of appointment of Independent Directors are asfollows:

Name of Directors Date of Appointment

Term

1 Dr. Ramanbhai Patel 25th September 2014

5 Years

2 Mrs. Rekhaben Shah 29th September 2015

5 Years

(iv) Evolution of Board Performance

Pursuant to the provisions of the Companies Act 2013 and applicableregulations of SEBI (Listing Obligations and Disclosures) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe 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 ofremuneration to Non Executive directors except by way of sitting fees for attending themeeting of the Board or a committee thereof.

b. Remuneration to Executive Directors

The Company has credible and transparent policy in determining andaccounting for the remuneration of Executive Directors. Their remuneration is governed byexternal competitive environment; track record potential individual performance andperformance of the Company as well as Industrial Standards. The remuneration determinedfor the Executive Directors is subject to the approval of Remuneration Committee of theBoard of Directors.

11. Director responsibility Statement

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

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

II. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give 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 themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

IV. The Directors have prepared the Annual Accounts on a going concernbasis.

V. The Directors had laid down Internal Financial Controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

VI. The Directors had devised proper systems to ensure compliance withthe provisions 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 ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

13. Related Party Transaction

All related party transactions that were entered into during thefinancial 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 withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Accordingly the disclosure of relatedparty transaction as required under section 134 (3) (h) of the companies Act 2013 in FormAOC-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 futureoperations.

15. Subsidiary Company

The Company had 1 subsidiary at the beginning of the year. A statementcontaining brief financial details of the subsidiaries is included in the Annual Report.

As required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 into with the Stock Exchanges a consolidated financialstatement of the Company and its subsidiary is attached. The consolidated financialstatements have been prepared in accordance with the relevant accounting standards asprescribed under Section 129 (3) of the Act. These financial statements disclose theassets liabilities income expenses and other details of the Company and its subsidiary.

Pursuant to the provisions of Section 129 134 and 136 of the CompaniesAct 2013 read with rules framed thereunder and pursuant to Clause 33 (3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hadprepared consolidated financial statements of the company and its subsidiaries and aseparate statement containing the salient features of financial statement of subsidiariesjoint 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) CharteredAccountants was appointed as Statutory Auditors of your Company at the Annual GeneralMeeting held on 29th September 2017 for a term of 5 (Five) consecutive years.

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 theAnnual Accounts.

(ii) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Shri Ashwin Shah a company Secretaries in Practice to undertake theSecretarial 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 FormMGT-9 is annexed herewith as "Annexure B".

18. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis 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 yourCompany has constituted Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment.

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

20. Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo

As required under section 134 (3) (m) of the Companies Act 2013 andthe rules made thereunder the concerned particulars relating to Energy conservation andTechnology Absorption are not applicable to the Company. Foreign Exchange Earning andoutgo is given in "Annexure-C" which is attached here to and forms part of theDirector's Report.

21. Corporate Governance & Management Discussion and AnalysisReport

Corporate Governance as stipulated in regulation 15 of SEBI (ListingObligations and Disclosures) Regulations is not mandatory for time being in respect ofCompanies having paid up equity share capital not exceeding is Rs. 10 Crore and net worthnot exceeding Rs. 25 Crore as on 31.03.2018 In view this the Company is not required togive Corporate Governance Report. Management Discussion and Analysis Report form part ofthis 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 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered Office of the company during business hours onworking days of the Company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the CompanySecretary in advance.

23. Acknowledgement

The directors extend their sincere thanks to the Bankers FinancialInstitutions Central Government and State Government Authorities and all associated withthe company for the co-operation. The Directors also place on record the efforts made bythe employees workers and all other associated with the company for making theirorganization successful.

By Order of the Board of Directors

Kaushik Parikh Manharbhai Patel Managing Director Jt. Managing Director

Date: 13th August 2018 Place: Vadodara

Registered Office

A 207 Oxford Avenue Opp. C. U. Shah College Ashram Road Ahmedabad380 014

Phone : (0265) 2351223 2313690 Fax : (0265) 2313690 Email Id : Website: www.oceanagro.com CIN : L15174GJ1990PLC013922

kaushik_parikh@yahoo.com