DIRECTORS REPORT To, The Members, Your Directors have pleasure in presenting the 25' ANNUAL REPORT of the Company along with Audited Accounts for the year ended 31st March 2015. 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 aftertax 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. 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 there under 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. 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 underthe 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 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. 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 lastA.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 calendaryear2019. (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. 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 cooperation. 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 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. Website : www.oceanagro.com CIN :L15174GJ1990PLC013922 Place : Vadodara Date :11'hAugust 2015 |