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Oceanic Foods Ltd.

BSE: 540405 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE711V01010
BSE 00:00 | 17 Jul 77.10 -2.95
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NSE 05:30 | 01 Jan Oceanic Foods Ltd
OPEN 77.10
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VOLUME 1000
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P/E 22.41
Mkt Cap.(Rs cr) 29
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Sell Price 0.00
Sell Qty 0.00
OPEN 77.10
CLOSE 80.05
VOLUME 1000
52-Week high 201.00
52-Week low 77.10
P/E 22.41
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
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 24th Annual Report on thebusiness and operations of the Company together with the audited Audited financialstatements for the Financial Year ended 31stMarch 2017.

FINANCIAL HIGHLIGHTS:

(Amount in Rs)
PARTICULARS 2016-17 2015-16
1. Revenue from Operation 767837206 626227662
2. Other Income 2135264 2112527
3. Total Revenue (1+2) 769972470 628340189
4. Employees Benefits Expense 28257918 27057110
5. Finance Cost 31452266 29516423
6. Depreciation & Amortization Exp. 6590979 6412149
7. Other Expenses 101871895 81417591
8. Profit/ (Loss) Before Tax 30804538 23733516
9. Current Tax 9716975 8765553
10. Deferred Tax 1013076 (724972)
11. Profit/ (Loss) After Tax (PAT) 20074487 15692935

STATEMENT OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the Year under report the Company has earned revenue from the operations of Rs 76.78crores as compared to previous year revenue i.eRs62.62 crores.Moreover theCompany has earned net profit (after tax) of Rs. 2.00 Crores compared to previous yearnet profit of Rs 1.56 crores. Your Company's operating and financial performance scalednew heights during the year Moreover it is also assured that the Management will leave noefforts untouched to increase the profitability in the forth coming years also.

While government's steady liberalization measures (FDI norms relaxed) coupled withtheongoing push to ease bureaucratic hurdles (e.g.dismantling FIPB) and the structuralreformsagenda (e.g. Goods & Service Tax in 2017) have helped FDI flows at the outseta revivalin aggregate demand and a supportive global trade environment will be essentialfor sustainingthe momentum.

There were some big positives in India too that would lay the foundation for futuregrowth. The biggest among them being the growing consensus between all parties to roll outthe combined Goods & Services Tax (GST). With the Constitution Amendment Bill forGoods and Services Tax being approved by the President of India post its passage in theParliament India moved a step closer to creating a unified taxation structure. GST isbound to usher in efficiencies in the system via ease of doing business (one tax ratesubsuming all other taxes) thereby eading to an improved business environment. It willhelp curtail the cascading effect of multiple taxes and enable faster movement of goodsacross the country.

Financial Statement :

In accordance with SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 (hereinafter referred to as `Listing Regulations`) and Section 136 of the CompaniesAct 2013 readwith Rule 10 of the Companies (Accounts) Rules 2014 the Annual Reportcontaining salient features of the financial statements including for the financial year2016-17 along with statement containing salient features of the Directors' Report(including Management Discussion & Analysis) is being sent to all shareholders whohave not registered their email address(es) for the purpose of receivingdocuments/communication from the Company in electronic mode. Please note that you will beentitled to be furnished free of cost the full Annual Report 2016-17 upon receipt ofwritten request from you as a member of the Company.

Full version of the Annual Report 2016-17 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including financial statementsprepared as per the requirements of Schedule III to the Companies Act 2013 Directors'Report (including Management Discussion & Analysis and Corporate GovernanceCertificate) is being sent via email to all shareholders who have provided their emailaddress(es).

Full version of Annual Report 2016-17 is also available for inspection at theregistered office of the Company during workinghours up to the date of ensuing Annualgeneral meeting (AGM).It is also available at the Company`s website.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

The Board of Directors of the Company has proposed dividend of Rs 0.25/- per equityshare for the financial year 2016-17 which is subject to approval of members in AnnualGeneral Meeting. If approved as stated final dividend will be paid to the shareholderswhose names appear as members in the Register of Members of the Company as on 28thSeptember 2017. The total dividend appropriation (excluding dividend distribution tax)for the financial year 2016-17 is Rs. 937500/-

The Register of Members and Share transfer books will remain closed from Monday 25thSeptember 2017 to Thursday 28th September 2017 (both days inclusive) for thepurpose of payment of final dividend for the financial year ended 31st March2017 and the Annual general meeting.

Moreover no amount is being transferred to reserves during the financial year 2016-17

CHANGE IN NATURE OF BUSINESS:

There are no changes in the nature of business of the Company during the year underReport. The Company is engaged in the business of processing and sales of dehydratedvegetables.

CONVERSION OF CLASS OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY:

The company got converted from the status of Private Limited to Public Limited Companywith effect from 05th September 2016. The Registrar of Companies Gujarat hadissued fresh Certificate of Incorporation consequent to conversion on 05thSeptember 2016 and the name of company was changed from "Oceanic Foods PrivateLimited" to "Oceanic Foods Limited".

SHARE CAPITAL:

The Paid up Equity share Capital of the Company as on 31st March 2017 wasRs. 37000000/- (Rupees Three Crores Seventy Five lacs only) divided into 3750000(Thirty Seven Lacs Fifty Thousand) Equity Shares of Rs 10/- (Rupees Ten only) each. Duringthe year under review The Company has made Initial Public Offer of 1000000 EquityShares of Rs 10/- each at a Premium of Rs 55/- per share aggregating to Rs 65/- per sharevide Prospectus dated 14th March 2017.

The Company has successfully completed the Initial Public Offer (IPO) during the yearpursuant to SEBI (ICDR) Regulations 2009 and amendment of Rules made thereunder. The IPOof the Company received an encouraging response from the investors and the Public issuewas oversubscribed by 1.8 times. The Equity shares of the Company were listed on the SMEPlatform of BSE Limited w.e.f 31st March 2017.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of Companies Act 2013 Form MGT 9[as specified inSection 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules2014] the extract of Annual Return for the Financial Year 2016-17 is enclosed with thisreport as "Annexure-I".

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review 7 (Seven) number of Board meetings were held on21/06/2016 10/08/2016 05/09/2016 22/09/2016 01/10/2016 17/02/2017 and 27/03/2017 andrequisite quorum were present at the said meetings.

Further Independent Directors meeting was held on 01st October 2016 toreview the 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.

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 and loss 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 thisreport. Your directors draw attention of members to Note. 37 to the financial statementwhich sets out related party disclosures for the year under review.

STATUTORY AUDITOR AND AUDITOR'S REPORT:

"RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act2013 and all other applicable provisions of the Companies Act 2013 (the "Act")read with the Companies (Audit and Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and pursuant to therecommendations of the Audit Committee of Board of Directors M/s. Maharishi & CoChartered Accountants (ICAI Registration No. 124872W) be and are hereby appointed asstatutory auditors of the Company for year 2017-18 to hold office from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General meeting of theCompany to be held in year 2018 subject to annual ratification by members at every AnnualGeneral Meeting on such remuneration as may be decided by the Board and Audit Committeeof the Board.

The Auditors' Report does not contain any qualification reservation or adverse remarkAND the Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not require any further comment thereon.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed M/s. MJP Associates Practising Company Secretariespursuant to Section 204 of the Companies Act 2013 to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for the Financial Year ended on March 31 2017 isAnnexed herewith marked as "Annexure III" to this Report. The SecretarialAudit Report submitted by them in the prescribed form MR-3

M/s. MJP Associates Practising Company Secretaries have been re-appointed to conductthe Secretarial Audit of the Company for the Financial year 2017-18. They have confirmedthat they are eligible for the said appointment.

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 Foods Limited all employees are of equal value. There is nodiscriminationbetween individuals at any point on the basis ofrace colour gender religion politicalopinion national extractionsocial origin sexual orientation or age.

At Oceanic Foods Limited every individual is expected to treat his/her colleagues withrespect and dignity. This is enshrined in values and in the Code of Ethics & Conductof Oceanic Foods Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policyprovides a platform to all employees for reporting unethical business practices atworkplace without the fear of reprisal and help in eliminating any kind of misconductinthe system. The Policy also includes misconduct with respect to discrimination or sexualharassment.

The Company also has in place `Prevention of Sexual Harassment Policy`. ThisAnti-Sexual Harassment Policy of the Company is inline with the requirements of The SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.All employees (permanent contractual temporary and trainees) are covered under thispolicy.

An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

• No. of complaints received: Nil • No. of complaints disposed off : NA

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 have 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 theleadership position in the industry. It has taken various steps to improveproductivity across organization.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149 152 and other applicable provisions ofthe Companies Act 2013one-third of such of the Directors asare liable to retire by rotation shall retire everyyear and if eligible offer themselves for re-appointment at every AGM. Consequently Mr.Ajesh V Patel Whole Time Director [DIN 00083536] will retire by rotation at the ensuingAGMand being eligible offer himself for re-appointment inaccordance with provisions ofthe Companies Act 2013.

During the Year under report Mr. Nitesh C. Kotecha [DIN: 00590244] Mr. RashmikantMakwana [DIN: 07562889] and Ms. Vaidehi Majithia [DIN:07558547] was appointed asadditional director by passing a resolution at the meeting of Board of Directors held on10th August 2016. Further their appointment were regularized in Annual generalmeeting held on 29th September 2016.

A brief resume of the Directors proposed to be re-appointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships committee memberships/ chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their re-appointment at the ensuing AGM. None of the Directorsof the Company have resigned as Director of the Company.

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 the ListingRegulations.

As on 31st March 2017 the composition of Board of directors was asfollows:

Name . Designation Director Identificati on Number (DIN) Date of Appointmen t
1 Vinodrai Devraj Patel Managing Director 00083526 03/05/1993
2 Ajesh Vinodrai Patel Wholetime Director 00083536 03/05/1993
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

COMMITTEES OF BOARD OF DIRECTORS:

1) AUDIT COMMITTEE:

Name Status Category Director Identification Number (DIN)
1 VaidehiMajithia Chairperson Non Executive & Independent 07558547
2 Nitesh Kotecha Member Non Executive & Independent 00590244
3 Rashmikant Makwana Member Non Executive & Independent 07562889

During the year all the recommendations of Audit Committee were duly considered.

2) NOMINATION AND REMUNERATION COMMITTEE:

Name Status Category Director Identification Number (DIN)
1 RashmikantMakwana Chairman Non Executive& Independent 07562889
2 Nitesh Kotecha Member Non Executive& Independent 00590244
3 Vaidehi Majithia Member Non Executive& Independent 07558547

3) SHAREHOLDERS GRIEVANCE COMMITTEE:

Name Status Category Director Identification Number (DIN)
1 Nitesh Kotecha Chairman Non Executive& Independent 07562889
2 RashmikantMakwana Member Non Executive& Independent 00590244
3 VaidehiMajithia Member Non Executive& Independent 07558547

APPOINTMENT OF 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 :

CHIEF EXECUTIVE OFFICER:

The Company has appointed Mr Tulan V. Patel as the Chief Executive Officer of theCompany at a duly convened Extra-Ordinary General Meeting held on 05thSeptember 2016 by passing a Special Resolution.

CHIEF FINANCIAL OFFICER:

The Board has appointed Mr. Shrinivas Jani as a Chief Financial Officer of the Companywith effect from 5th September 2016

COMPANY SECRETARY AND COMPLIANCE OFFICER:

The Board of Directors appointed Ms. Krishna S. Adhyaru an Associate member of TheInstitute of Company Secretaries of India (ICSI) as the Company Secretary and ComplianceOfficer of the Company with effect from 5th September 2016.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OFTHE COMPANY FOR THE FINANCIAL YEAR 2016-17:

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 2016-17 forms part of this report as "Annexure-IV".

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

Pursuant to provisions of Section 178 (1) of the Companies Act 2013 the Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection nomination appointment and remuneration of Directors suitably containing thecriteria determining qualifications positive attributes and independence of a Director.

FORMAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit CommitteeNomination & Remuneration Committee and Shareholders Grievance committee.

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 theCompaniesAct 2013 including rules made thereunder

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 "AnnexureV"

CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 Para C of Schedule V relating to Corporate Governance Report shall notapply to companylisted on SME Exchange. The Company being a company listed on BSE SMEPlatform preparationof corporate governance is not applicable.

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. In order toachieve the key objective the policy establishes a structured and disciplined approach torisk management in order to guide for decisions on risk related issues.

In today's Challenging and competitive environment strategies for mitigating inherentrisk in accomplishing the growth plans of the company are imperative. The Common risksinherent are: Regulations Competition business risk technology obsolescence long terminvestments and expansion of facilities. Business risk inter alia includes financialrisk political risk legal risk etc. As a matter of policy these risk are assessed andsteps as appropriate are taken to mitigate the same.

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 has established a vigil mechanism through which Directors employees andbusiness associates may report unethical behaviour malpractices wrongful conduct fraudviolation of Company's code of conduct without fear of reprisal. The Company has set up aDirect Touch initiativeunder which all Directors employees business associates havedirect access to the Chairman of the Audit committee and also to a three-member directtouch team established for this purpose. The direct touch team comprises one senior womanmember so that women employees of the Company feel free and secure while lodging theircomplaints under the policy.The vigil mechanism policy has also been uploaded in thewebsite of the company at 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 2016-17 2015-16
Foreign Exchange Earnings 349771448 362455508
Foreign Exchange Outgo 1801426 4713115.35

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 2017 the Company does not have any Subsidiary or JointVenture. The Company is having an Associate Company namely Meridian Geo-informaticsPrivate Limited. Since the operations of this company is not significant and henceimmaterial for consolidation. Accordingly the accounts have not been consolidated.

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 review your company has not accepted the deposit from thepublic under section 73 to 76 of the Companies Act 2013 and the rules made thereunder;

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 the financialstatement 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:

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuing and excellent all around operationalperformance.

For and on behalf of the Board For OCEANIC FOODS LIMITED

(Vinodrai D. Patel) (Ajesh V. Patel)
Chairman & Managing Director Wholetime Director
(DIN: 00083526) (DIN: 00083536)

Date : 24/05/2017 Place : Jamnagar