| Dear Members,
The Directors have pleasure in presenting the 25th ANNUAL REPORT of
the Company along with Audited Accounts for the year ended 31st March
2015.
1. FINANCIAL PERFORMANCE (Rs. In lacs)
Year ended Year ended
31.03.2015 31.03.2014
Income for the year was 2144.58 1939.84
The year's working shows a Gross Profit of 205.35 187.65
Out of which, Provisions have been made for
Depreciation 94.32 69.76
Provision for Taxation :
(i) C urrent Incom e Tax 27.30 27.75
(ii) Deferred Tax 0.00 0.00
Provision for doubtfull debts 65.00 75.00
Previous year expenses 2.70 2.37
Profit after Incom e Tax 16.03 12.78
2. Dividend
Due to inadequacy of profit, director have thought fit to conserve the
liquidity. The directors therefore do not recommend dividend for the
current year.
3. Industrial Relation
Industrial relations remained cordial throughout the year. Your
Directors place on record their deep appreciation of the contribution
made by the employees at all levels. Measures have been taken for Human
Resources Development.
4. Performance
During the year under report turnover has increased 6.55 % from
Rs.2012.74 lacs to Rs. 2144.58 lacs and the profit after tax has
increased from Rs. 12.77 lacs to Rs. 16.03 lacs. The Directors are
endeavoring to improve the performance of the Company in the coming
years. Company is strengthening it sales and distribution network by
increasing sales staff in unrepresented areas.
5. Corporate Social Responsibility
Section 135 of the Companies Act, 2013 and framed Rules thereunder
provides that certain Companies are require to spend 2% of its average
net profit during 3 preceding years on CSR activities. It also provides
formation of CSR committee of the Board. The Rules prescribe the
activities qualify under CSR and the manner of spending the amount.
The company is not covered under section 135 of the companies Act 2013
and the Rules framed thereunder for the financial year under report.
CSR Committee of the Board will be constituted at the time of
applicability, of section 135 of the Act. Hence CSR report is not
required to be annexed.
6. Disclosure under Companies Act 2013
(I) number of meeting
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year 6 Board Meetings were convened and held. The details of
which are given Blow. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
(ii) Statement on declaration given by independent director
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013.
(iv) Independent Directors'Meeting
The Independent Director met on 30.03.2015, Without attendance of
Non-Independent Directors and members of the Management. The Director
review performance of the non- independent Director and the Board as
whole; the performance of the chairman of the company, taking into
account the views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
(v) Particulars of loans, guarantees or investments:
The company has neither given any loans or guarantees nor made
investments covered under the provisions of section 186 of the
Companies Act, 2013.
(v) Composition of Audit Committee
During the year under review Audit Committee met four times on May 5,
2014, August 13, 2014, November 11, 2014, and February 11,2015. The
intervening gap between two meetings did not exceed four months.
The Composition of the Audit Committee and details of attendance of the
members at the committee meetings during the year are given below:
No. of Meetings during
Name Category the year
Held Attended
Shri Girishbhai Shah Independent Director 4 4
Shri Kaushikbhai Parikh Managing Director 4 4
Dr. Ramanbhai Patel Independent Director 4 4
The Chief Financial Officer and representatives of Statutory Auditors
are invited to the meetings of the Audit Committee.
The Committee discharges such duties and functions generally indicated
in Section 177 of the Companies Act, 2013 and such other functions as
may be specifically delegated to the Committee by the Board from time
to time.
(vi)Nomination & Remuneration Committee:
During the year under review Nomination & Remuneration Committee met
two times on May 30,2014, and March 30,2015.
The composition of the Nomination & Remuneration Committee and details
of meetings attended by the members are given below:
No. of Meetings during the year
Name Category
Held Attended
Shri Girishbhai Shah Independent Director 2 2
Dr. Ramanbhai Patel Independent Director 2 2
7. Corporate Governance
Vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014. SEBI has
revised clause 49 of the listing agreement. The said clause has come
into effect from 01.10.2014. The said clause is not mandatory, for time
being, in respect of Companies having paid up equity share capital not
exceeding is Rs. 10 Crore and net worth not exceeding Rs. 25 Crore as
on 31.03.2014 In view this the Company is not required to give C.G
Report.
8. Business Risk management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company
has carried out an exercise to identify elements of risk factors and
has not identified any element of risk which may threaten the existence
of the company.
9. Internal Control System
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
10. Vigil Mechanism/whistle Blower policy
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
1. Director and key managerial personnel
(i) Retirement by rotation
Directors Shri Kaushik B Parikh retires by rotation and, being
eligible, offer themselves for re appointment. The Directors recommend
Shri Kaushik B Parikh for re-appointment.
(ii) Appointment
Mrs. Rekhaben S. Shah was appointed as an Additional Director of the
Company with effect from 30th March, 2015.
(iii) Appointment of Independent Director
Shri. Girishbhai Shah, and Dr. Ramanbhai Patel were appointed as
independent directors under section 149 of the Companies Act, 2013 in
the last A.G.M. held on 25th September 2014 to hold office for 5 (Year)
consecutive years i.e. for a term up to the conclusion of 28th Annual
General Meeting of the company in the calendar year 2019.
(iv) Evolution of Board Performance
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment,
governance issues etc.
(vi) Remuneration Policy
(a) Remuneration to Non-Executive Directors
At present the Company does not have the policy of payment of
remuneration to Non Executive directors except by way of sitting fees
for attending the meeting of the Board or a committee thereof.
(b) Remuneration to Executive Directors
The Company has credible and transparent policy in determining and
accounting for the remuneration of Executive Directors. Their
remuneration is governed by external competitive environment; track
record, potential, individual performance and performance of the
Company as well as industrial standards. The remuneration determined
for the Executive Directors is subject to the approval of Remuneration
Committee of the Board of Directors.
(i) Appointment of Key Managerial personnel
During the period under review, Mr. Anup Shah was appointed as a Chief
financial officer and Compliance Officer of the Company w.e.f. 1st
June, 2014.
12. Director responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
(ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.
(iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(iv) The directors have prepared the annual accounts on a going concern
basis.
(v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
13. Fixed Deposit
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
14. Related Party Transaction
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large. Accordingly the disclosure of
related party transaction as required under section 134(3)(h) of the
companies Act, 2013 in form AOC 2 is not applicable
15. Significant material orders passed by the Regulators / Courts.
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
16. Subsidiary Company
The Company had 1 subsidiary at the beginning of the year. A statement
containing brief financial details of the subsidiaries is included in
the Annual Report.
As required under the Listing Agreements entered into with the Stock
Exchanges, a consolidated financial statement of the Company and its
subsidiary is attached. The consolidated financial statements have been
prepared in accordance with the relevant accounting standards as
prescribed under Section 129(3) of the Act. These financial statements
disclose the assets, liabilities, income, expenses and other details of
the Company and its subsidiary.
Pursuant to the provisions of Section 129,134 and 136 of the Companies
Act, 2013 read with rules framed thereunder and pursuant to Clause 41
of the Listing Agreement, your Company had prepared consolidated
financial statements of the company and its subsidiaries and a separate
statement containing the salient features of financial statement of
subsidiaries, joint ventures and associates in FormAOC-1 forms part of
the Annual Report.
17. Auditors
(I) Statutory Auditor
M/s.Ambalal M. Shah & Co., (Firm Registration No 110417W), Chartered
Accountants was appointed as Statutory Auditors of your Company at the
last Annual General Meeting held on 25th September, 2014 for a term of
Three consecutive years. As per the provisions of Section 139 of the
Companies Act, 2013, the appointment of Auditors is required to be
ratified by Members at every Annual General Meeting.
The observations of the Auditors are duly explained in notes 27 the
Annual Accounts.
(ii) Secretarial Auditor
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Shri Ashwin Shah, a company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as
"AnnexureA"
18. Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as"Annexure B".
19. Prevention Of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
20. Prevention Of Sexual Harassment At Workplace
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made
thereunder, your Company has constituted Internal Complaints Committee
(ICC) which is responsible for redressal of complaints related to
sexual harassment. During the year under review, there were no
complaints pertaining to sexual harassment.
21. Energy conservation, technology absorption, foreign exchange
earnings and outgo.
As required under section 134 (3) (m) of the Companies Act, 2013 and
the rules made therein, the concerned particulars relating to Energy
conservation and Technology Absorption are not applicable to the
Company. Foreign Exchange Earning and outgo is given in Annexure-C,
which is attached here to and forms part of the Director's Report.
22. Particulars of employees
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
23. Acknowledgement
The directors extend their sincere thanks to the Bankers, Financial
Institutions, Central Government and State Government Authorities and
all associated with the company for the co- operation. The directors
also place on record the efforts made by the employees, workers and all
other associated with the company for making their organization
successful.
By Order of the Board
Place : Vadodara
Date : 11th August 2015
K. B. Parikh
Managing Director
Registered Office:
A-207, Oxford Avenue,
Opp. C. U. Shah College Ashram Road Ahmedabad 380 014
Phone : (0265)2351223,2313690
Fax : (0265) 2313690
Email Id : kaushik parikh@yahoo.com
Website : www.oceanagro.com
CIN : L15174GJ1990PLC013922
| 