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Oceanic Foods Ltd.

BSE: 540405 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE711V01010
BSE 11:45 | 26 May 48.00 2.25
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NSE 05:30 | 01 Jan Oceanic Foods Ltd
OPEN 48.00
PREVIOUS CLOSE 45.75
VOLUME 91
52-Week high 82.00
52-Week low 44.50
P/E 13.19
Mkt Cap.(Rs cr) 54
Buy Price 48.00
Buy Qty 10.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.00
CLOSE 45.75
VOLUME 91
52-Week high 82.00
52-Week low 44.50
P/E 13.19
Mkt Cap.(Rs cr) 54
Buy Price 48.00
Buy Qty 10.00
Sell Price 0.00
Sell Qty 0.00

Oceanic Foods Ltd. (OCEANICFOODS) - Director Report

Company director report

To

The Members

OCEANIC FOODS LIMITED

Your Directors are pleased to present their 28th Annual Report along withthe Audited financial statements for the Financial Year ended 31st March 2021.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Sr. No. PARTICULARS 2020-21 2019-20
1. Revenue from Operation 10631 9112
2. Other Income 60 20
3. Total Revenue 10691 9132
4. Cost of Material Consumed 8978 5638
5. Purchases of Stock in trade -- 501
6. Changes in inventories Work in Process Finished goods 636 755
7. Employees Benefits Expense 295 221
8. Finance Cost 145 200
9. Depreciation & Amortization Exp. 90 88
10. Other Expenses 1528 1350
11. Total Expenses 10400 8753
12. Profit/ (Loss) Before Tax 291 379
13. Current Tax 74 92
14. Deferred Tax -3 -2
15. Profit/ (Loss) After Tax (PAT) 220 289
16. Other Comprehensive Income 2 -1
17. Total Comprehensive 222 288

STATEMENT OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the Financial year 2020-21 the Company has earned Net revenue from theoperations of Rs 106.31 Crores as compared to previous year revenue i.e Rs 91.12Crores. However due to increase in cost of materials consumption net profit (aftertax) has been reduced to Rs. 2.20 Crores as compared to previous year net profit of Rs2.89 crores. At Oceanic we recognize that ensuring the stability of our financial base isthe key to realizing our growth ambitions and creating value for all our stakeholders. Tothis end we have always remained disciplined in cost management and driven efficienciesat all levels. We ensure that we have the appropriate level of capital and liquidity tosupport and protect our operations while continuing to invest in our business to harnessthe emerging opportunities. We have well defined approach to optimize capital allocationto business growth. We believe in transparent operations and follow a multi-stakeholderapproach to interact and build a relationship with the stakeholders. We are a sociallyresponsible organization and are proactive towards the cause of community development.These initiatives have helped us strengthen relationships with the stakeholders.

IMPACT OF COVID-19 PANDEMIC:

Your company has considered possible effects that has been impacted due to COVID 19 inthe preparation of Audited Annual Accounts for 2020-21. In earlier stages of covidpandemic production and sales affected due to lockdown declared by appropriate Governmentbut with gradual lifting of lockdown in phased manner production and sale picked upgradually as a result overall performance improved.

FINANCIAL STATEMENT:

In accordance with the Ministry of Corporate Affairs ("MCA") circular datedJanuary 13 2021 read with circulars dated April 08 2020 April 13 2020 and May 5 2020the Annual Report 2020-21 containing complete Balance Sheet Statement of Profit &Loss other statements and notes thereto including consolidated financial statementsprepared as per the requirements of Schedule III to the Act Directors’ Report(including Management Discussion & Analysis and Corporate Governance Report) is beingsent only via email to all shareholders who have provided their email address(es). Themembers who have not registered their email ID with the Company can access the AnnualReport on the website of the Company www.oceanicfoods.com. Members who would like toobtain pdf copy on their email ID may write an email to cs@oceanicfoods.com

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

In order to conserve resources for future operational purpose the Board do notrecommend any dividend for the financial year 2020-21.

The Register of Members and Share transfer books will remain closed from Friday 24thSeptember 2021 to Thursday 30th September 2021 (both days inclusive) for thepurpose of Annual General Meeting for the financial year ended 31st March2021.

Moreover no amount is being transferred to reserves during the financial year 2020-21

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of processing and sales of dehydratedvegetables. However there is no change in the business activity of the Company during theyear.

SHARE CAPITAL:

The Authorised Share capital of the Company was Rs 120000000/- (Rupees Twelve CroresOnly) divided into 12000000/- (One crore Twenty lacs) Equity Shares of Rs 10/- (RupeesTen Only) each ranking pari-passu in all respect with the existing equity shares of theCompany

The Paid up Equity share Capital of the Company as on 31st March 2021 wasRs. 112500000/- (Rupees Eleven Crores Twenty Five lacs only) divided into 11250000(One Crore Twelve Lakhs Fifty Thousand) Equity Shares of Rs 10/- (Rupees Ten only) each.During the year the Company has not issued any share with differential voting rights norgranted stock options or sweat equity or any convertible instrument. The Company’sEquity Shares are listed on BSE Main Board and the shares are actively traded and have notbeen suspended from trading.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual return as on 31st March 2021 in the prescribed formMGT-9 pursuant to Section 92 of the Companies Act 2013 substituted by the CompaniesAmendment Act 2019 is attached as Annexure I to this report and the sameis also available at the Company’s website www.oceanicfoods.com at the linkhttps://www.oceanicfoods.com/index.php/investors/annual-return

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review 7 (Seven) number of Board meetings were held on31/07/2020 01/09/2020 15/09/2020 29/10/2020 12/11/2020 05/02/2021 and 01/03/2021 andrequisite quorum was present at the said meetings.

Further Independent Directors meeting was held on 01st March 2021 to reviewthe performance of Non Independent Directors and the Board as a whole; review theperformance of the Chairperson of the Company taking into account the views of executivedirectors and non-executive directors and access the quality quantity and timeliness offlow of information between the company management and the Board that is necessary for theBoard to effectively and reasonable perform their duties. Non- Executive includingIndependent Directors plays a crucial role in balancing the functioning of the Board byproviding independent judgements on various issues raised in the Board meetings likeformulation in business strategies monitoring of performances etc. Their role interalia includes:

? Impart balance to the Board by providing Independent Judgements

? Provide feedback on company’s Strategy and Performances

? Provide effective recommendations for further improvements

The Company has no pecuniary relationships with the Independent directors exceptsitting fees for attending meetings of the Board/committees thereof.

BOARD’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 with respectto the Directors’ Responsibility Statement the Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 of the company for that year;

c) the directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) the directors had prepared annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively;

RELATED PARTY TRANSACTIONS:

During the year under report the Company has entered into transactions with relatedparty and all such transactions were carried on at arm’s length price in the ordinarycourse of business. Information on transactions with related parties pursuant to section134(3)(h) of the act read with Rule 8(2) of Companies (Accounts) Rules 2014 are given in"Annexure-II" in Form AOC-2 and the same forms part of this report. Yourdirectors draw attention of members to Note. 35 to the financial statement which sets outrelated party disclosures for the year under review.

STATUTORY AUDITOR AND AUDITOR’S REPORT:

M/s. Maharishi & Co Chartered Accountants (ICAI Firm Registration No. 124872W)were appointed as statutory auditors of the Company at twenty fifth AGM to hold officeupto thirtieth AGM. M/s. Maharishi & Co have confirmed that they are not disqualifiedfrom continuing as Auditors of the Company. Pursuant to amendments in Section 139 of theCompanies Act 2013 the requirement to place the matter relating to such appointment forratification by members has been omitted with effect from 07th May 2018.

The Auditors’ Report does not contain any qualification reservation or adverseremark AND the Notes on financial statements referred to in the Auditors’ Report areself-explanatory and do not require any further comment thereon that may call for anyexplanations from the Board of Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed CS Purvi Dave Partner M/s. MJP Associates PractisingCompany Secretaries pursuant to Section 204 of the Companies Act 2013 to conductSecretarial Audit for the F Y 2020-21. The Secretarial Audit Report for the Financial Yearended on March 31 2021 is Annexed herewith marked as "Annexure III" tothis Report. The Secretarial Audit Report submitted by them in the prescribed form MR-3

CS Purvi Dave Partner M/s. MJP Associates Practising Company Secretaries had beenre-appointed to conduct the Secretarial Audit of the Company for the Financial year2021-22. Secretarial Auditors had confirmed that they are eligible for the saidappointment.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS MADE:

During the year under report the Company has not granted any loan or provided anyguarantee or made any investment as specified in Section 186 (2) of the Companies Act2013. Hence no approval from the shareholders in this regard was required.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

At Oceanic all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age. The Company hasalways believed in providing a safe and harassment free environment for every womanworking in company’s premises through various interventions and practices.

At Oceanic every individual is expected to treat his/her colleagues with respect anddignity. This is enshrined in values and in the Code of Ethics & Conduct of OceanicFoods Limited. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides aplatform to all employees for reporting unethical business practices at workplace withoutthe fear of reprisal and help in eliminating any kind of misconduct in the system. ThePolicy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place `Prevention of Sexual Harassment Policy`. ThisAnti-Sexual Harassment Policy of the Company is in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment. The following is a summary of sexual harassment complaintsreceived and disposed off during the year:

No. of complaints received: Nil

No. of complaints disposed off : Nil

No. of complaints Pending : Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a networth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with anet profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At presentOceanic Foods Limited is not required to constitute a CSR Committee in this regards asnone of the above referred limits has been triggered.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization. To ensure good human resource management Oceanic focusedon all aspects of the employee lifecycle. Your company has put in continued efforts inbuilding capabilities of Human Resources with adoption of specific and targetedinterventions.

SECRETARIAL STANDARDS:

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors’ and ‘General Meetings’ respectively have beenduly followed by the Company.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr. Ajesh Vinodrai Patel Wholetime Director [DIN: 00083536] will retire byrotation at the ensuing AGM and being eligible offer himself for re-appointment inaccordance with provisions of the Companies Act 2013. The Board of directors onrecommendation of Nomination and Remuneration Committee has recommended his appointment

A brief resume of the Director proposed to be re-appointed the nature of his expertisein specific functional areas names of companies in which he held Directorships committeememberships/ chairmanships their shareholding etc. are furnished in the explanatorystatement to the notice of the ensuing AGM.

CHANGE IN CONSTITUTION OF BOARD AFTER CLOSURE OF FINANCIAL YEAR 2020-21:

Mr. Nitesh Kotecha resigned from the office of Non-Executive Independent Director ofthe Company w.e.f .07th August 2021 due to Completion of Tenure. The Board ofDirectors places on record its appreciation for valuable contribution made by Mr. NiteshKotecha during his tenure on the Board.

Mr. Rashmikant Makwana resigned from the office of Non-Executive Independent Directorof the Company w.e.f .07th August 2021 due to Completion of Tenure. The Boardof Directors places on record its appreciation for valuable contribution made by Mr.Rashmikant Makwana during his tenure on the Board.

Ms Vaidehi Majithia resigned from the office of Non-Executive Independent Director ofthe Company w.e.f .07th August 2021 due to Completion of Tenure. The Board ofDirectors places on record its appreciation for valuable contribution made by Ms VaidehiMajithia during her tenure on the Board.

The Board of Directors of the Company at its meeting held on 07th August2021 had appointed Mr. Abhishek Nagrecha (DIN:09200646) Mr. Kaushal Garg (DIN:09244824)and Mrs. Niyati Kotecha (DIN: 09258848) as Additional Directors in the category ofNon-Executive & Independent Directors of the Company subject to approval of theshareholders in the next Annual General Meeting for a period of 5 consecutive yearsw.e.f. 07th August 2021. All three Directors have given consent for theirappointment and have also submitted necessary disclosures with respect to theirappointment. These appointments were made in compliance of Section 149 152 and 161 readwith Schedule IV and other applicable provisions of the Companies Act 2013 Companies(Appointment and Qualification of Directors) Rules 2014 read with SEBI (LODR)Regulations 2015 as amended.

A brief resume of the Directors being appointed/ re-appointed the nature of expertisein specific functional areas names of companies in which they hold directorshipscommittee memberships/ chairmanships their shareholding in the Company etc. have beenfurnished in the explanatory statement to the notice of the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the Listing Regulations. The Independent Directors has also complied withOnline Registration with the "Indian Institute of Corporate Affairs" at Manesarfor inclusion/ renewal of name in the data bank of Independent Directors. With regard tointegrity expertise and experience (including the proficiency) of the IndependentDirectors appointed/re-appointed. The Board of Directors have taken on record thedeclarations and confirmations submitted by the independent directors and is of theopinion that all the Independent Directors are persons of integrity and possesses relevantexpertise and experience and their continued association as Directors will be of immensebenefit and in the best interest of the Company. With regard to proficiency of theindependent Director ascertained from the online proficiency self-assessment testconducted by the institute as notified under sub-section (1) of section 150 of the Actthe Board of Directors have taken on record the information submitted by independentdirector that he/she has complied with the applicable laws.

COMPOSITION OF BOARD OF DIRECTORS DURING THE F. Y 2020-21:

During the year There is no Change in the Composition of Board of Directors. As on 31stMarch 2021 the composition of Board of directors was as follows:

Sr No. Name Designation Director Identification Number (DIN) Date of Appointment
1 Ajesh Vinodrai Patel Chairman & Wholetime Director 00083536 03/05/1993
2 Tulan Vinodrai Patel Managing Director & CEO 02177067 24/12/2018
3 Nitesh Chandrakant Kotecha Non Executive Independent Director 00590244 10/08/2016
4 Vaidehi Jagdishbhai Majithia Non-executive Independent Director 07558547 10/08/2016
5 Rashmikant Dhirajlal Makwana Non-executive Independent Director 07562889 10/08/2016

COMPOSITION OF BOARD OF DIRECTORS AFTER CLOSURE OF THE F. Y 2020-21:

Sr No. Name Designation Director Identification Number (DIN) Date of Appointment
1 Ajesh Vinodrai Patel Chairman & Wholetime Director 00083536 03/05/1993
2 Tulan Vinodrai Patel Managing Director & CEO 02177067 24/12/2018
3 Abhishek Niraj Nagrecha Non Executive Independent Director 09200646 07/08/2021
4 Kaushal Hiralal Garg Non-executive Independent Director 09244824 07/08/2021
5 Niyati Nitesh Kotecha Non-executive Independent Director 09258848 07/08/2021

COMMITTEES OF BOARD OF DIRECTORS:

1) AUDIT COMMITTEE:

The Audit Committee comprises of 3 Non-Executive Independent Directors. The Compositionof committee is in conformity with the listing regulations. During the year the Committeemet four times i.e 31/07/2020 15/09/2020 12/11/2020 and 05/02/2021 and the attendance ofthe members of the meetings were as below. The Chief financial officer and StatutoryAuditor are the permanent invitees to the Committee meetings. All the recommendations ofAudit committee were accepted by the Board of Directors.

Sr. No. Name Status Category Director Identification Number (DIN) No. of Meetings held/attended
1 Vaidehi Majithia Chairperson Non-Executive & Independent 07558547 4/4
2 Nitesh Kotecha Member Non-Executive & Independent 00590244 4/4
3 Rashmikant Makwana Member Non-Executive & Independent 07562889 4/4

The Management is responsible for the Company’s Internal Financial controls andfinancial reporting process. The independent auditors are responsible for performing anindependent Audit of the Company’s Financial statements in accordance with theAccounting Standards and for issuing a report thereon. The Committee is responsible foroverseeing the processes related to financial reporting and information dissemination.

The Committee has appointed M/s B. H Vyas and Co. Chartered Accountants as internalauditors of the Company for the period from 01st April 2020 to 31stMarch 2021 and has also been re-appointed for the period from 01st April 2021to 31st March 2022

Based on the review and discussions conducted with the Management and IndependentAuditors the Audit Committee believes that the financial statements are presented inconformity with the accounting standards in all aspects

2) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of 3 Non-Executive IndependentDirectors. The Composition of committee is in conformity with the listing regulations.During the year the Committee met four times i.e 31/07/2020 15/09/2020 12/11/202001/03/2021 and the attendance of the members of the meetings were as below.

Sr No. Name Status Category Director Identification Number (DIN) No. of Meetings held/attended
1 Rashmikant Makwana Chairman Non-Executive & Independent 07562889 4/4
2 Nitesh Kotecha Member Non-Executive & Independent 00590244 4/4
3 Vaidehi Majithia Member Non-Executive & Independent 07558547 4/4

The main responsibility of the Committee is to incentivize and reward executiveperformance that will lead to the long- term enhancement of Shareholder performance.Further the committee is also responsible for formulating policies as to remunerationperformance evaluation Board diversity etc. in line with Companies Act 2013 and SEBIListing regulations. The roles and responsibilities of the Committee covers the area asspecified in the Listing Regulations Companies Act 2013 and other applicable laws ifany besides other role and powers entrusted upon it by the Board of Directors from timeto time.

3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of 3 Non-Executive IndependentDirectors. The Composition of committee is in conformity with the listing regulations.During the year the Committee met four times i.e 31/07/2020 15/09/2020 12/11/202005/02/2021 and the attendance of the members of the meetings were as below.

Sr No. Name Status Category Director Identification Number (DIN) No. of meetings held/attended
1 Nitesh Kotecha Chairman Non-Executive & Independent 07562889 4/4
2 Rashmikant Makwana Member Non-Executive & Independent 00590244 4/4
3 Vaidehi Majithia Member Non-Executive & Independent 07558547 4/4

The main responsibility of the Committee is to ensure cordial investor relations andsupervise the mechanism for redressal of Investor grievances pertaining to transfer ofshares non-receipt of annual report non-receipt of declared dividends etc. It performsthe functions of transfer/transmission/remat/demat/split-up/sub-division and consolidationof shares issue of duplicate share certificates and allied matter(s). The Committee isalso responsible to specifically looks into various aspects of interest of shareholderslike effective exercise of voting rights by shareholders service standards of RTA etc.

Details pertaining to the number of complaints received and responded and the statusthereof during the financial year 2020-21 are given below:

No. of Complaints pending as on 31st March 2020 NIL
No of Complaints received during the year NIL
No of Complaints resolved during the year NIL
No. of Complaints pending at the end of the 31st March 2021 NIL

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Ajesh V. Patel Chairman (w.e.f 24th December 2018) and Whole TimeDirector

Mr. Tulan V. Patel Managing Director (w.e.f 24th December 2018) and ChiefExecutive officer

Mr. Shrinivas A. Jani Chief Financial Officer

Ms Krishna S. Adhyaru Company Secretary & Compliance Officer

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OFTHE COMPANY FOR THE FINANCIAL YEAR 2020-21:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employee of the Company for the financialyear 2020-21 forms part of this report as "Annexure-IV".

COMPANY’S POLICY ON DIRECTORS APPOINTMENT NOMINATION REMUNERATION AND FORMALEVALUATION:

Pursuant to Section 134 (3)(e) and provisions of Section 178 (1) of the Companies Act2013 the Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection nomination appointment and remuneration of Directorssuitably containing the criteria determining qualifications positive attributes andindependence of a Director. The Remuneration paid to the executive directors is inaccordance with the Nomination and Remuneration Policy formulated. The policy is to havean appropriate mix of Executive and Non-Executive Directors Independent and WomenDirectors to maintain the independence of the Board and separate its functions ofgovernance and Management.

PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and individual Directorsincluding Independent Directors. The framework is monitored reviewed and updated by theBoard in consultation with the Nomination and Remuneration Committee based on need andnew compliance requirements. The annual performance evaluation of the Board itsCommittees and each Director has been carried out for the financial year 2020-21 inaccordance with the framework. The policy has been uploaded in the website of Companywww.oceanicfoods.com. The aspects covered in the evaluation included the contribution toand monitoring of corporate governance practices participation in long term strategicplanning and the fulfillment of Director’s obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. The Board evaluated the effectiveness of its functioning and that ofthe committees and individual directors by seeking their inputs on various aspects ofBoard/committee meetings.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made there under

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015Management Discussion and Analysis report forms part of this Annual Report as"Annexure V" .

CORPORATE GOVERNANCE:

Good governance practices forms part of business strategy. The Company is committed tofocus on long term value creation and protecting stakeholders’ interests by applyingproper care skill and diligence to business decisions. Apart from adhering to therequirements set by Government regulations the Company has voluntarily adopted and evolvedvarious practices of governance conforming to highest ethical and responsible standards ofbusiness globally benchmarked.

The report on Corporate Governance as stipulated under the Listing Regulations formspart of the Annual Report. A certificate from Practising Company Secretaries of theCompany regarding compliance of the conditions of Corporate Governance as stipulatedunder Schedule V of the Listing Regulations is attached as `Annexure VI` and forms part ofthis report.

RISK MANAGEMENT:

The company has been following the principle of risk minimization as it is the norm inevery industry. The Board has adopted steps for framing implementing and monitoring therisk management plan for the company. The main objective of this policy is to ensuresustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. The Risk faced bythe company their impact and their minimization procedures are assessed categoricallyunder the Broad heads of High Medium and Low Risk

In order to achieve the key objective the policy establishes a structured anddisciplined approach to risk management in order to guide for decisions on risk relatedissues. The Board provides oversight and reviews the risk management policies on aquarterly basis

In today’s Challenging and competitive environment strategies for mitigatinginherent risk in accomplishing the growth plans of the company are imperative. The Commonrisks inherent are:

Regulations Competition business risk technology obsolescence long term investmentsand expansion of facilities. Business risk inter alia includes financial risk politicalrisk legal risk etc.

As a matter of policy these risk are assessed and steps as appropriate are taken tomitigate the same. Covid -19 is an unprecedented risk and it has severely affected all thekey dimensions of business operations both at national level and international level sinceMarch 2020. Just as things seemed to be improving to catch up with pre-covid days theresurgence of infections Covid- 2.0 has assumed almost a tsunami like proportions withdaily caseloads at almost 2X levels of peak of September 2020. The ground situation isquite grim.

Steps taken to ensure smooth functioning of operations:

The Company has put in place strict monitoring process for Covid-19 precautionsensuring the following

• Sanitizing the premises and vehicles on regular basis

• Maintenance of social distancing at all work places

• Enforcing wearing of masks and regular cleaning of hands with soap water

• Regular update of the health of all the employees and their families

• Thermal scanning of all the employees while entering the office premises

• Asking all employees to install Aarogya Setu App and follow the instructionsthereof

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations which ensures that allthe assets are safeguarded and protected and that the transactions are authorizedrecorded and reported correctly. Assurance on the effectiveness of internal financialcontrols is obtained through management reviews control self-assessment continuousmonitoring by functional experts as well as testing of the internal financial controlsystems. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.

Adequacy of Internal financial controls with reference to financial statements:

The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl System in the company which should be adequate and shall operate effectively. Rule8(5)(viii) of the Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial controls with reference to financial statements to bedisclosed in the Board’s Report.

• To ensure effective internal financial controls the Company has laid down thefollowing measures:

• All operations are executed through Standard Operating Procedures in allfunctional activities for which key manuals have been put in place. The Manuals areupdated and validated periodically

• Transactions audit are conducted regularly to ensure financial reportingsafeguard and protection of all the assets. The company’s Books of accounts aremaintained in ERP and transactions are executed through ERP Set-ups to ensurecorrectness/effectiveness of all transactions integrity and reliability of reporting.

• The company has comprehensive risk management framework.

• The company has robust mechanism of building budgets at an integratedcross-functional level.

The Budgets are reviewed on a quarterly basis so as to analyze the performance and takecorrective action wherever required

• The Company has a system of Internal Business Reviews. All departmental headsdiscuss their business issues and future plans in monthly review meetings. They reviewtheir achievements vs budgets in quarterly review meetings. Specialized issues likeinvestment property FOREX are discussed in their respective internal committee meetings

• Compliance of Secretarial functions is ensured by way of Secretarial Audit

DISCLOSURE ON VIGIL MECHANISM:

Pursuant to Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism fordirectors and employees to report genuine concerns has been established in order toensure that the activities of the company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism honesty andintegrity and ethical behavior. The Company promotes ethical behavior in all its businessactivities and in line with the best governance practices The Company has established avigil mechanism through which Directors employees and business associates may reportunethical behaviour malpractices wrongful conduct fraud violation of Company’scode of conduct without fear of reprisal.

Recently reporting of instances of leak/suspected leak of any unpublished PriceSensitive Information has also been allowed through this mechanism and the Company hasmade its employees aware of the same. The Company has set up a Direct Touch initiativeunder which all Directors employees business associates have direct access to theChairman of the Audit committee and also to a three-member direct touch team establishedfor this purpose. The direct touch team comprises one senior woman member so that womenemployees of the Company feel free and secure while lodging their complaints under thepolicy. This policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concernsabout unethical behaviour malpractice wrongful conduct actual or suspected fraud orviolation of policies and leak or suspected leak of any Unpublished Price SensitiveInformation.

• Ensure timely and consistent organizational response

• Build and strengthen a culture of transparency and trust

• Provide protection against victimization

• The vigil mechanism policy has also been uploaded in the website of the companyat

www.oceanicfoods.com

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not taken any significant steps for conservation of Energy during theyear under report. There are no significant expenses on technology absorption during theyear. However your company is increasingly using information technology in its operationsand promotes conservation of resources. Moreover the Company has reported ForeignExchange Earnings and Expenses made as under:

Particulars 2020-21 2019-20
Foreign Exchange Earnings 444261660 374936938
Foreign Exchange Outgo 2216961 2513917

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 850000/-rupees per month or 10200000/- rupees per annum as prescribed in Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES:

As on 31st March 2021 the Company does not have any Subsidiary or JointVenture or Associate Company

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT 2013 AND RULESMADE THEREUNDER:

1. There have been no material changes/commitments affecting the financial position ofthe company which have occurred between the end of the financial year to which thefinancial statements relate and the date on report;

2. During the year under report your company has not accepted the deposit from thepublic under section 73 to 76 of the Companies Act 2013 and the rules made there under;

3. No significant or material orders were passed by the Regulators or courts ortribunals which impact the going concern status and company’s operations in future

4. There have been no instances of any revision in the Board’s Report or thefinancial statement hence disclosure under Section 131(1) of the Act is not required.

5. The Company has not paid any commission to any of its Directors and hence provisionof disclosure of commission paid to any Director as mentioned in Section 197(14) is notapplicable.

6. The Company has not issued (a) any shares with differential voting rights (b) SweatEquity shares (c) shares under any Employee stock option scheme hence no disclosures arerequired to be made as per the Companies (Share Capital and Debentures) Rules 2014.

7. The Central Government has not prescribed the maintenance of cost records by thecompany under Section 148(1) of the Companies Act 2013 for any of its products.

ACKNOWLEDGEMENT:

The Directors regrets the loss of life due to Covid-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Board takes this opportunity to thank all consumers customers vendorsinvestors bankers and Statutory Authorities for their continued support during the year.The Board also wishes to place on record its sincere appreciation of the effort/contribution made by its employees at all levels for their hard work dedication andcommitment. The enthusiasm and unstinting efforts of the employees have enabled theCompany to remain an industry leader. The Company’s consistent growth was madepossible by their hard work solidarity cooperation and support and look forward to theircontinued support in the future.

For and on behalf of the Board
Date : 27/08/2021 For OCEANIC FOODS LIMITED
Place : Jamnagar
(Ajesh V. Patel)
Chairman and Wholetime Director
DIN: 00083536

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