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Oceanaa Biotek industries Ltd.

BSE: 538019 Sector: Others
NSE: N.A. ISIN Code: INE732P01018
BSE 00:00 | 26 Feb 10.39 0.43
(4.32%)
OPEN

9.75

HIGH

10.43

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9.75

NSE 05:30 | 01 Jan Oceanaa Biotek industries Ltd
OPEN 9.75
PREVIOUS CLOSE 9.96
VOLUME 5662
52-Week high 36.05
52-Week low 4.62
P/E
Mkt Cap.(Rs cr) 14
Buy Price 9.97
Buy Qty 100.00
Sell Price 10.39
Sell Qty 25.00
OPEN 9.75
CLOSE 9.96
VOLUME 5662
52-Week high 36.05
52-Week low 4.62
P/E
Mkt Cap.(Rs cr) 14
Buy Price 9.97
Buy Qty 100.00
Sell Price 10.39
Sell Qty 25.00

Oceanaa Biotek industries Ltd. (OCEANAABIOTEK) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting before you the 13thAnnual Report of the Company together with the Financial Statements for the year endedMarch 31 2018.

FINANCIAL SUMMARY:

The Highlights of the financial performance of the Company during theperiod ended March 31 2018:

(Amount in Rs- Actuals)

PARTICULARS 2017-18 2016-17*
Gross Income 604453068 364499619
Profit Before Interest and Depreciation 204412273 54081336
Finance Charges 655026 89894
Provision for Depreciation 34641040 11024537
Net Profit Before Tax 169116207 42966905
Provision for Tax 59749428 15468982
Net Profit After Tax 109366779 27497923
Balance of Profit brought forward 18566184 17126925
Balance available for appropriation 127932963 44624848
Proposed Dividend on Equity Shares 20347913 8139165
Tax on proposed Dividend 4142355 1656320
Transfer towards Bonus Issue 0 9677367
Transfer to General Reserve 69699906 12048422
Surplus carried to Balance Sheet 48437572 18566184

The Company is engaged in the business of rearing and trading of prawnseeds and food testing analysis. Major income is derived from rearing and trading of prawnseeds. The Company Focuses on integration of Aquaculture process from Hatchery to Retailwith complete traceability.

The Company owns hectares of its own farms in Poompuhar and Marakkanamalong the coast of Tamil Nadu in the South of India. This coastline along the Bay ofBengal is home to some of the finest seafood varieties in the world. The farms are locatedat a considerable distance from the nearest population centers and hence the waters arefree from industrial pollutants. The natural advantage of this ideal marine habitatcombined with the skill of the coastal fishing families who have lived off these watersfor generations ensures that only the finest catch is processed. Meticulous handlingtechniques and the use of technology ensure that the fragile seafood is allowed topreserve its natural taste and texture.

The existing Hatcheries of the Company are located at MarakkanamVillupuram District and Keelaiyur Village Poombuhar Sirkali Taluka NagapattinamDistrict Tamil Nadu.

The hatcheries are located in a closed environment with regimentedproduction systems that are used to breed the shrimps at controlled environment andproduce eggs which will pass through different stages of nauplii zoea mysis and finallylarvae.

The Company has reported an enormous growth in revenue of Rs. 60.45crores in FY 17-18 in comparison to Rs. 36.45 crores in FY 16-17. The Company recordedconsiderable profit of Rs. 10.93 crores in FY 17-18 in comparison to Rs. 2.65 crores in FY16-17.

The enormous growth in revenue and profit has been accorded from theaddition of Maturation and Hatchery facilities with a capacity of 250 million with theexisting facilities of the Company. The Company issued equity shares for considerationother than cash under preferential issue in joint names of Partners jointly designated bythe said Partnership Firm against the assets taken over by the Company.

The objects of the preferential issue is to accelerate the growth andearning power by acquisition of an existing operative Maturation and Hatchery as statedabove. The Company has allotted 3365275 equity shares at Rs.60/- per Equity Share(inclusive of Rs.50/- per Share as Premium)

MATERIAL DEVELOPMENTS AFTER THE DATE OF FINANCIAL STATEMENTS:

DIVIDEND AND RESERVES

The Board at its meeting held on May 24 2018 has recommended a finaldividend of Rs.1.50 per equity share of face value of Rs.10/- each for the Financial Yearended March 31 2018 which is subject to approval of the shareholders at the ensuingAnnual General Meeting of the Company to be held on September 28 2018.

Total amount appropriated for dividend including the dividend tax isRs. 2.44 crore. Total dividend (including dividend tax) amounts to 22.39% of the netprofits after tax. An amount of Rs. 6.96 crores has been transferred to General Reserve.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There were no instances of Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS:

Related party transactions were entered during the financial year wereon arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsapproval. The Audit Committee granted omnibus approval for the transactions entered intoby the Company in the ordinary course of business and at arm's length.

The details of Related Party Transactions are given in the notes to thefinancial statements.

BOARD MEETINGS:

The Board of Directors met 13 times during the financial year2017-18.The dates of the Board meetings held are as follows:

April 11 2017 May 22 2017 May 30 2017 July 15 2017 July 31 2017August 09 2017 August 11 2017 October 16 2017 November 10 2017 January 02 2018February 12 2018 March 16 2018 and March 27 2018.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per the provisions of the Companies Act 2013 Ms. Lithya Joseb(holding DIN 06869287) retires at the ensuing Annual General Meeting and being eligibleseeks re-appointment. The board recommends her re-appointment.

During the year under review Mrs Vimalla Joseb and Mr Joseb Rajresigned from their directorship positions.

Mr. Thomas Xavier Jeyaraj was appointed as the Managing Director of theCompany for a term of 5 years on 27th March 2018 and his appointment is subjectto approval of Shareholders in the ensuing Annual General meeting.

The Board of Directors at their meeting held on 27th March2018 appointed Ms. Serrena Joseb as Additional Director of the Company pursuant to section161 of the Companies Act 2013 Articles of Association of the Company who holds office upto the date of this ensuing Annual General Meeting and is eligible for appointment as aDirector subject to approval of Shareholders in the ensuing Annual General meeting.

Mr. Joseph Selvaraj Meeran was appointed as the Independent Director ofthe Company for a term of 5 years on 03rd September 2018 and his appointmentis subject to approval of Shareholders in the ensuing Annual General meeting.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each IndependentDirector of the Company under Section 149(7) of the Companies Act 2013 that theIndependent Directors of the Company meet with the criteria of their Independence laiddown in Section 149(6).

A separate meeting of the Independent Directors was held on February12 2018 to review the performances of;

(a) Non-independent Directors and Executive Directors;

(b) To assess the quality quantity and timeliness of flow ofInformation

POLICIES:

The Company is compliant with the following policies/charters asmandated for all listed Companies:

- Audit Committee Charter/Policy

- Nomination and Remuneration Policy

- Vigil Mechanism/Whistle Blower Policy

- Code of conduct for prevention of insider trading and code ofpractices and procedures for fair disclosure of unpublished price sensitive information

- Policy for preservation of documents and Archival Policy

- Policy For Determination Of Materiality Of Any Event / Information

- Policy on Related Party Transactions

All the policies are available in the website of the Companywww.oceanaabiotek.com CSR POLICY/COMMITTEE:

The Company has formulated CSR Policy based on the recommendation ofthe Committee and disclosed contents of such policy in its report and the same shall bedisplayed on the Company's website per annexure attached to the Companies (CorporateSocial Responsibility Policy) Rules 2014. Amount to be spent for CSR Activities areapplicable only in subsequent years.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Details regarding the Vigil Mechanism are available in the CorporateGovernance Report forming part of this Annual Report.

DEPOSITS:

The Company has not accepted any public deposits during the FY 2017-18

- no amount on account of principal or interest on public deposits wasoutstanding as on the date of the financial statements.

- there has been no non-compliances with the requirements of the Act.

STATUTORY AUDITOR:

The Statutory Auditor M/s. Elangovan and Co Chartered Accountantswere appointed as Statutory Auditors of the Company by the shareholders at the 12thAnnual General Meeting held on August 23 2017 to hold office up to the conclusion of the16th Annual General Meeting.

Reply for Observations in Auditors' Report

1. The Company has not deposited the Income tax for the threeconsecutive years from A.Y. 2016-17 A.Y. 201718 AY 2018-19 and Dividend distribution taxfor fy 2017-18 was not paid within prescribed time with the concerned statutoryauthorities. The Company has provided for the said statutory dues duly in the books hencethere is no impact on profit and loss; however no remittance has been made to theconcerned authorities.

Reply: During the year the Company couldn't realise its dues fromDebtors as expected. The Company has taken necessary action in realising the dues and itshall remit the statutory dues once the recovery is made. Also Dividend distribution taxhas been paid subsequently.

2. According to the information and explanations given to us thecompany is generally not regular in depositing Provident fund of Rs. 738719/-Professional tax of Rs. 35205/- and TDS of Rs. 806634/- provided in the books ofaccounts for the entire period was not deposited by the company.

Reply: During the year the Company couldn't realise its dues fromDebtors as expected. The aforementioned dues have been paid subsequently.

3. The Company did not recognize the liability for the provision ofGratuity and Provision for leave encashment based on the present value of the definedbenefit obligation at the balance sheet date calculated on the basis of actuarialvaluation in accordance with the notified Accounting Standard - 15 on Employee Benefits.The consequential impact of adjustment if any owing to this non -compliance on thefinancial statements is presently not ascertainable

Reply: The Company shall take necessary steps in providing provisionsfor Gratuity and leave encashment during the year.

COST AUDIT:

The Central Government has not prescribed maintenance of cost recordsfor the existing business activities of the Company.

SECRETARIAL AUDIT:

According to the provision of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Company engaged the services of Ms. S. Sridevi Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the Financial Year2017-18.

The Secretarial Audit Report submitted by the Company Secretary inPractice is enclosed as a part of this Annual report in Annexure-A which isself-explanatory.

Reply for Observations in Secretarial Auditor Report

1. As per the provisions of Section 203 of the Companies Act 2013 readwith Rule 8A of Companies (Appointment and Remuneration) Rule 2014 the Company arerequired to appoint 'Whole-Time Company Secretary' and as per Section 203 (4) of theCompanies Act 2013 if any whole-time key managerial personnel is vacated the resultingvacancy shall be filled-up by the Board at a meeting of the Board within a period of sixmonths from the date of such vacancy. However the Company has not appointed a Companysecretary since the resignation of erstwhile Whole-Time Company Secretary who has resignedw.e.f 22nd May 2017.

Reply: The Company is in the finalizing stage for appointing aWhole-Time Company Secretary and Board shall intimate to Stock exchange once theappointment is made.

2. The Company has not deposited Provident Fund Professional Tax andTDS within the prescribed time with the concerned statutory authorities.

Reply: During the year the Company couldn't realise its dues fromDebtors as expected. The aforementioned dues have been paid subsequently.

3. The Company has not paid relevant Statutory dues with respect toIncome Tax for previous three years and Dividend distribution tax was not paid withinprescribed time with the concerned statutory authorities.

Reply: During the year the Company couldn't realise its dues fromDebtors as expected. The Company has taken necessary action in realising the dues and itshall remit the statutory dues once the recovery is made. Also Dividend distribution taxhas been paid subsequently.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report are covered separatelyand forms part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure-B tothis Annual Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in FormMGT-9 is annexed herewith as Annexure-C.

Particulars of Employees covered by the provisionscontained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

The company has not employed any person during the year

- whose remuneration was not less than Rs.10200000/- for the wholeyear or

- not less than Rs. 860000/- per month if employed for part of theyear.

- if employed throughout the financial year or part thereof was inreceipt of remuneration in that year which in the aggregate or as the case may be at arate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the CompaniesAct 2013 (the Act) the Directors hereby confirm that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has taken adequate steps to adhere to all the stipulationslaid down under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A report on Corporate Governance included as a part ofthis Annual Report is given in Annexure-E.

Certificate from the Statutory Auditors of the company confirming thecompliance with the conditions of Corporate Governance as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached to this Annual Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY:

The Company's policy on prevention of sexual harassment of womenprovides for the protection and prevention against sexual harassment of women employees atthe workplace and redressal of such complaints. There were no complaints received orpending for redressal during the FY 17-18.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERALMEETINGS:

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board meetings and Annual General Meetings.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their gratitudefor the support extended to the company by the banks employees and investors.

For Oceanaa Biotek Industries Limited

Date : September 3 2018 Thomas Xavier Jeyaraj Jesuraj
Place: Chennai Managing Director Director
DIN:06896574 DIN:06583789