Oceanic Foods Ltd
Directors Reports
To,
The Members,
OCEANIC FOODS LIMITED,
Your Directors are pleased to present their 28th Annual Report along with
the 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 |
10,631 |
9,112 |
| 2. |
Other Income |
60 |
20 |
| 3. |
Total Revenue |
10,691 |
9,132 |
| 4. |
Cost of Material Consumed |
8,978 |
5,638 |
| 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 |
1,528 |
1,350 |
| 11. |
Total Expenses |
10,400 |
8,753 |
| 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 the
operations of Rs 106.31 Crores as compared to previous year revenue i.e Rs 91.12
Crores. However due to increase in cost of materials consumption, net profit (after
tax) has been reduced to Rs. 2.20 Crores as compared to previous year net profit of Rs
2.89 crores. At Oceanic, we recognize that ensuring the stability of our financial base is
the key to realizing our growth ambitions and creating value for all our stakeholders. To
this end, we have always remained disciplined in cost management and driven efficiencies
at all levels. We ensure that we have the appropriate level of capital and liquidity to
support and protect our operations while continuing to invest in our business to harness
the emerging opportunities. We have well defined approach to optimize capital allocation
to business growth. We believe in transparent operations and follow a multi-stakeholder
approach to interact and build a relationship with the stakeholders. We are a socially
responsible 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 in
the preparation of Audited Annual Accounts for 2020-21. In earlier stages of covid
pandemic production and sales affected due to lockdown declared by appropriate Government
but with gradual lifting of lockdown in phased manner production and sale picked up
gradually as a result overall performance improved.
FINANCIAL STATEMENT:
In accordance with the Ministry of Corporate Affairs ("MCA") circular dated
January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020 and May 5, 2020,
the Annual Report 2020-21 containing complete Balance Sheet, Statement of Profit &
Loss, other statements and notes thereto, including consolidated financial statements,
prepared as per the requirements of Schedule III to the Act, Directors’ Report
(including Management Discussion & Analysis and Corporate Governance Report) is being
sent only via email to all shareholders who have provided their email address(es). The
members who have not registered their email ID with the Company can access the Annual
Report on the website of the Company www.oceanicfoods.com. Members who would like to
obtain 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 not
recommend any dividend for the financial year 2020-21.
The Register of Members and Share transfer books will remain closed from Friday 24th
September 2021 to Thursday, 30th September 2021 (both days inclusive) for the
purpose of Annual General Meeting for the financial year ended 31st March,
2021.
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 dehydrated
vegetables. However, there is no change in the business activity of the Company during the
year.
SHARE CAPITAL:
The Authorised Share capital of the Company was Rs 12,00,00,000/- (Rupees Twelve Crores
Only) divided into 1,20,00,000/- (One crore Twenty lacs) Equity Shares of Rs 10/- (Rupees
Ten Only) each, ranking pari-passu in all respect with the existing equity shares of the
Company
The Paid up Equity share Capital of the Company as on 31st March, 2021 was
Rs. 11,25,00,000/- (Rupees Eleven Crores Twenty Five lacs only) divided into 1,12,50,000
(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 nor
granted stock options or sweat equity or any convertible instrument. The Company’s
Equity Shares are listed on BSE Main Board and the shares are actively traded and have not
been suspended from trading.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual return as on 31st March, 2021 in the prescribed form
MGT-9, pursuant to Section 92 of the Companies Act, 2013 substituted by the Companies
Amendment Act, 2019, is attached as Annexure I to this report and the same
is also available at the Company’s website www.oceanicfoods.com at the link
https://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 on
31/07/2020, 01/09/2020, 15/09/2020, 29/10/2020, 12/11/2020, 05/02/2021 and 01/03/2021 and
requisite quorum was present at the said meetings.
Further Independent Directors meeting was held on 01st March 2021 to review
the performance of Non Independent Directors and the Board as a whole; review the
performance of the Chairperson of the Company, taking into account the views of executive
directors and non-executive directors and access 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 reasonable perform their duties. Non- Executive including
Independent Directors plays a crucial role in balancing the functioning of the Board by
providing independent judgements on various issues raised in the Board meetings like
formulation in business strategies, monitoring of performances etc. Their role, inter
alia, 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 except
sitting 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 respect
to the Directors’ Responsibility Statement, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from the same;
b) the directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are 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 of the company for that year;
c) the directors have taken proper and sufficient care to the best of their knowledge
and ability 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;
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 the
company and that such internal financial controls are adequate and are operating
effectively;
f) the directors had devised proper systems to ensure compliance with the provisions of
all 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 related
party and all such transactions were carried on at arm’s length price in the ordinary
course of business. Information on transactions with related parties pursuant to section
134(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. Your
directors draw attention of members to Note. 35 to the financial statement which sets out
related 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 office
upto thirtieth AGM. M/s. Maharishi & Co have confirmed that they are not disqualified
from continuing as Auditors of the Company. Pursuant to amendments in Section 139 of the
Companies Act, 2013 the requirement to place the matter relating to such appointment for
ratification by members has been omitted with effect from 07th May, 2018.
The Auditors’ Report does not contain any qualification, reservation or adverse
remark AND the Notes on financial statements referred to in the Auditors’ Report are
self-explanatory and do not require any further comment thereon that may call for any
explanations from the Board of Directors.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board has appointed CS Purvi Dave, Partner, M/s. MJP Associates, Practising
Company Secretaries, pursuant to Section 204 of the Companies Act, 2013, to conduct
Secretarial Audit for the F Y 2020-21. The Secretarial Audit Report for the Financial Year
ended on March, 31 2021 is Annexed herewith marked as "Annexure III" to
this 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 been
re-appointed to conduct the Secretarial Audit of the Company for the Financial year
2021-22. Secretarial Auditors had confirmed that 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 any
guarantee or made any investment as specified in Section 186 (2) of the Companies Act,
2013. 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 between
individuals at any point on the basis of race, colour, gender, religion, political
opinion, national extraction, social origin, sexual orientation or age. The Company has
always believed in providing a safe and harassment free environment for every woman
working in company’s premises through various interventions and practices.
At Oceanic, every individual is expected to treat his/her colleagues with respect and
dignity. This is enshrined in values and in the Code of Ethics & Conduct of Oceanic
Foods Limited. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a
platform to all employees for reporting unethical business practices at workplace without
the fear of reprisal and help in eliminating any kind of misconduct in the system. The
Policy also includes misconduct with respect to discrimination or sexual harassment.
The Company also has in place `Prevention of Sexual Harassment Policy`. This
Anti-Sexual Harassment Policy of the Company is in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. All employees (permanent, contractual, temporary and trainees) are covered under
this policy.
An Internal Complaints Committee (ICC) is in place to redress complaints received
regarding sexual harassment. The following is a summary of sexual harassment complaints
received 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 the
Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a net
worth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with a
net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present,
Oceanic Foods Limited is not required to constitute a CSR Committee in this regards as
none of the above referred limits has been triggered.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of employees have enabled the Company to
remain at the leadership position in the industry. It has taken various steps to improve
productivity across organization. To ensure good human resource management Oceanic focused
on all aspects of the employee lifecycle. Your company has put in continued efforts in
building capabilities of Human Resources with adoption of specific and targeted
interventions.
SECRETARIAL STANDARDS:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors’ and ‘General Meetings’, respectively, have been
duly followed by the Company.
DETAILS OF BOARD OF DIRECTORS:
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently Mr. Ajesh Vinodrai Patel, Wholetime Director [DIN: 00083536] will retire by
rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in
accordance with provisions of the Companies Act, 2013. The Board of directors on
recommendation of Nomination and Remuneration Committee has recommended his appointment
A brief resume of the Director proposed to be re-appointed, the nature of his expertise
in specific functional areas, names of companies in which he held Directorships, committee
memberships/ chairmanships, their shareholding etc., are furnished in the explanatory
statement 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 of
the Company w.e.f .07th August, 2021 due to Completion of Tenure. The Board of
Directors places on record its appreciation for valuable contribution made by Mr. Nitesh
Kotecha during his tenure on the Board.
Mr. Rashmikant Makwana, resigned from the office of Non-Executive Independent Director
of the Company w.e.f .07th August, 2021 due to Completion of Tenure. The Board
of 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 of
the Company w.e.f .07th August, 2021 due to Completion of Tenure. The Board of
Directors places on record its appreciation for valuable contribution made by Ms Vaidehi
Majithia during her tenure on the Board.
The Board of Directors of the Company at its meeting held on 07th August
2021 had appointed Mr. Abhishek Nagrecha (DIN:09200646) Mr. Kaushal Garg (DIN:09244824)
and Mrs. Niyati Kotecha, (DIN: 09258848) as Additional Directors in the category of
Non-Executive & Independent Directors of the Company, subject to approval of the
shareholders in the next Annual General Meeting, for a period of 5 consecutive years
w.e.f. 07th August 2021. All three Directors have given consent for their
appointment and have also submitted necessary disclosures with respect to their
appointment. These appointments were made in compliance of Section 149, 152 and 161 read
with 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 expertise
in specific functional areas, names of companies in which they hold directorships,
committee memberships/ chairmanships, their shareholding in the Company, etc., have been
furnished in the explanatory statement to the notice of the ensuing AGM.
The Company has received necessary declaration from all the Independent Directors under
Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors has also complied with
Online Registration with the "Indian Institute of Corporate Affairs" at Manesar,
for inclusion/ renewal of name in the data bank of Independent Directors. With regard to
integrity, expertise and experience (including the proficiency) of the Independent
Directors appointed/re-appointed. The Board of Directors have taken on record the
declarations and confirmations submitted by the independent directors and is of the
opinion that all the Independent Directors are persons of integrity and possesses relevant
expertise and experience and their continued association as Directors will be of immense
benefit and in the best interest of the Company. With regard to proficiency of the
independent Director, ascertained from the online proficiency self-assessment test
conducted by the institute, as notified under sub-section (1) of section 150 of the Act,
the Board of Directors have taken on record the information submitted by independent
director 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 31st
March, 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 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, 12/11/2020 and 05/02/2021 and the attendance of
the members of the meetings were as below. The Chief financial officer and Statutory
Auditor are the permanent invitees to the Committee meetings. All the recommendations of
Audit 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 and
financial reporting process. The independent auditors are responsible for performing an
independent Audit of the Company’s Financial statements in accordance with the
Accounting Standards and for issuing a report thereon. The Committee is responsible for
overseeing the processes related to financial reporting and information dissemination.
The Committee has appointed M/s B. H Vyas and Co., Chartered Accountants as internal
auditors of the Company for the period from 01st April 2020 to 31st
March, 2021 and has also been re-appointed for the period from 01st April, 2021
to 31st March 2022
Based on the review and discussions conducted with the Management and Independent
Auditors, the Audit Committee believes that the financial statements are presented in
conformity with the accounting standards in all aspects
2) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of 3 Non-Executive Independent
Directors. 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, 12/11/2020,
01/03/2021 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 executive
performance that will lead to the long- term enhancement of Shareholder performance.
Further the committee is also responsible for formulating policies as to remuneration,
performance evaluation, Board diversity etc. in line with Companies Act, 2013 and SEBI
Listing regulations. The roles and responsibilities of the Committee covers the area as
specified in the Listing Regulations, Companies Act, 2013 and other applicable laws, if
any, besides other role and powers entrusted upon it by the Board of Directors from time
to time.
3) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of 3 Non-Executive Independent
Directors. 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, 12/11/2020,
05/02/2021 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 and
supervise the mechanism for redressal of Investor grievances pertaining to transfer of
shares, non-receipt of annual report, non-receipt of declared dividends etc. It performs
the functions of transfer/transmission/remat/demat/split-up/sub-division and consolidation
of shares, issue of duplicate share certificates and allied matter(s). The Committee is
also responsible to specifically looks into various aspects of interest of shareholders
like effective exercise of voting rights by shareholders, service standards of RTA, etc.
Details pertaining to the number of complaints received and responded and the status
thereof 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 the
Companies Act, 2013 are as follows:
Mr. Ajesh V. Patel, Chairman (w.e.f 24th December, 2018) and Whole Time
Director
Mr. Tulan V. Patel, Managing Director (w.e.f 24th December, 2018) and Chief
Executive 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 OF
THE COMPANY FOR THE FINANCIAL YEAR 2020-21:
The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the
Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of
each director to the median remuneration of the employee of the Company for the financial
year 2020-21 forms part of this report as "Annexure-IV".
COMPANY’S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL
EVALUATION:
Pursuant to Section 134 (3)(e) and provisions of Section 178 (1) of the Companies Act,
2013, the Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection, nomination, appointment and remuneration of Directors
suitably containing the criteria determining qualifications, positive attributes and
independence of a Director. The Remuneration paid to the executive directors is in
accordance with the Nomination and Remuneration Policy formulated. The policy is to have
an appropriate mix of Executive and Non-Executive Directors, Independent and Women
Directors to maintain the independence of the Board and separate its functions of
governance and Management.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, in consultation with its Nomination & Remuneration Committee,
has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and individual Directors,
including Independent Directors. The framework is monitored, reviewed and updated by the
Board, in consultation with the Nomination and Remuneration Committee, based on need and
new compliance requirements. The annual performance evaluation of the Board, its
Committees and each Director has been carried out for the financial year 2020-21 in
accordance with the framework. The policy has been uploaded in the website of Company
www.oceanicfoods.com. The aspects covered in the evaluation included the contribution to
and monitoring of corporate governance practices, participation in long term strategic
planning and the fulfillment of Director’s obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and
Committee meetings. The Board evaluated the effectiveness of its functioning and that of
the committees and individual directors by seeking their inputs on various aspects of
Board/committee meetings.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT
The Statutory Auditors, or Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies 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 2015,
Management 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 to
focus on long term value creation and protecting stakeholders’ interests by applying
proper care, skill and diligence to business decisions. Apart from adhering to the
requirements set by Government regulations the Company has voluntarily adopted and evolved
various practices of governance conforming to highest ethical and responsible standards of
business, globally benchmarked.
The report on Corporate Governance as stipulated under the Listing Regulations forms
part of the Annual Report. A certificate from Practising Company Secretaries of the
Company regarding compliance of the conditions of Corporate Governance, as stipulated
under Schedule V of the Listing Regulations is attached as `Annexure VI` and forms part of
this report.
RISK MANAGEMENT:
The company has been following the principle of risk minimization as it is the norm in
every industry. The Board has adopted steps for framing, implementing and monitoring the
risk management plan for the company. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. The Risk faced by
the company, their impact and their minimization procedures are assessed categorically
under the Broad heads of High, Medium and Low Risk
In order to achieve the key objective, the policy establishes a structured and
disciplined approach to risk management, in order to guide for decisions on risk related
issues. The Board provides oversight and reviews the risk management policies on a
quarterly basis
In today’s Challenging and competitive environment, strategies for mitigating
inherent risk in accomplishing the growth plans of the company are imperative. The Common
risks inherent are:
Regulations, Competition, business risk, technology obsolescence, long term investments
and expansion of facilities. Business risk, inter alia, includes financial risk, political
risk, legal risk etc.,
As a matter of policy, these risk are assessed and steps as appropriate are taken to
mitigate the same. Covid -19 is an unprecedented risk and it has severely affected all the
key dimensions of business operations both at national level and international level since
March 2020. Just as things seemed to be improving to catch up with pre-covid days the
resurgence of infections, Covid- 2.0 has assumed almost a tsunami like proportions, with
daily caseloads at almost 2X levels of peak of September, 2020. The ground situation is
quite grim.
Steps taken to ensure smooth functioning of operations:
The Company has put in place strict monitoring process for Covid-19 precautions
ensuring 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 instructions
thereof
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations which ensures that all
the assets are safeguarded and protected and that the transactions are authorized,
recorded and reported correctly. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, control self-assessment, continuous
monitoring by functional experts as well as testing of the internal financial control
systems. We believe that these systems provide reasonable assurance that our internal
financial 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 Financial
Control System in the company which should be adequate and shall operate effectively. Rule
8(5)(viii) of the Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of Internal Financial controls with reference to financial statements to be
disclosed in the Board’s Report.
• To ensure effective internal financial controls the Company has laid down the
following measures:
• All operations are executed through Standard Operating Procedures in all
functional activities for which key manuals have been put in place. The Manuals are
updated and validated periodically
• Transactions audit are conducted regularly to ensure financial reporting,
safeguard and protection of all the assets. The company’s Books of accounts are
maintained in ERP and transactions are executed through ERP Set-ups to ensure
correctness/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 integrated
cross-functional level.
The Budgets are reviewed on a quarterly basis so as to analyze the performance and take
corrective action, wherever required
• The Company has a system of Internal Business Reviews. All departmental heads
discuss their business issues and future plans in monthly review meetings. They review
their achievements vs budgets in quarterly review meetings. Specialized issues like
investment, 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 for
directors and employees to report genuine concerns has been established, in order to
ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty and
integrity and ethical behavior. The Company promotes ethical behavior in all its business
activities and in line with the best governance practices, The Company has established a
vigil mechanism through which Directors, employees and business associates may report
unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s
code of conduct without fear of reprisal.
Recently, reporting of instances of leak/suspected leak of any unpublished Price
Sensitive Information has also been allowed through this mechanism and the Company has
made its employees aware of the same. The Company has set up a Direct Touch initiative,
under which all Directors, employees, business associates have direct access to the
Chairman of the Audit committee, and also to a three-member direct touch team established
for this purpose. The direct touch team comprises one senior woman member so that women
employees of the Company feel free and secure while lodging their complaints under the
policy. This policy aims to:
• Allow and encourage stakeholders to bring to the Management notice concerns
about unethical behaviour, malpractice, wrongful conduct, actual or suspected fraud or
violation of policies and leak or suspected leak of any Unpublished Price Sensitive
Information.
• 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 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 the
year under report. There are no significant expenses on technology absorption during the
year. However, your company is increasingly using information technology in its operations
and promotes conservation of resources. Moreover, the Company has reported Foreign
Exchange Earnings and Expenses made as under:
| Particulars |
2020-21 |
2019-20 |
| Foreign Exchange Earnings |
44,42,61,660 |
37,49,36,938 |
| Foreign Exchange Outgo |
22,16,961 |
25,13,917 |
PARTICULARS OF EMPLOYEES:
There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/-
rupees per month or 1,02,00,000/- rupees per annum, as prescribed in Rule 5 (2) of the
Companies (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 Joint
Venture or Associate Company
OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES
MADE THEREUNDER:
1. There have been no material changes/commitments affecting the financial position of
the company which have occurred between the end of the financial year to which the
financial statements relate and the date on report;
2. During the year under report your company has not accepted the deposit from the
public 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 or
tribunals 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
financial 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, provision
of disclosure of commission paid to any Director as mentioned in Section 197(14) is not
applicable.
6. The Company has not issued (a) any shares with differential voting rights (b) Sweat
Equity shares (c) shares under any Employee stock option scheme, hence no disclosures are
required 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 the
company 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 grateful
and have immense respect for every person who risked their life and safety to fight this
pandemic. The Board takes this opportunity to thank all consumers, customers, vendors,
investors, 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 and
commitment. The enthusiasm and unstinting efforts of the employees have enabled the
Company to remain an industry leader. The Company’s consistent growth was made
possible by their hard work, solidarity, cooperation and support and look forward to their
continued 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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