To
The Members,
Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Financial Statements of the company for the year ended 31st March 2023.
1. Financial Highlights: (in INR '000)
PARTICULARS
OCEAN AGRO INDUSTRIES LIMITED Standalone Results
OCEAN AGRO INDUSTRIES LIMITED Consolidated Results
Year Ended 31st
Total Income
Profit / (-) Loss before Interest, Depreciation and Taxation
Less: Finance Cost (Interest)
Profit / (-) Loss before Depreciation and Taxation
Less: Depreciation
Profit / (-) Loss before Taxation
Current Tax
Deferred Tax/ (Credit)
Taxation Adjustment for earlier
Net Profit / (-) Loss after Tax for the year
2. Performance/ Statement of Company's Affairs:
Your Directors wish to present the details of Business operations done during the year under review:
During the year under report turnover has Decreased by 11.92 % from Rs. 1,80,561 (Thousand) to Rs. 1,59,040 (Thousand) and the company has incurred the loss of Rs. -488 (Thousand). 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.
Your Company continued to make relentless efforts to develop new markets and increase the share of sales.
3. Dividend:
In view of the need to conserve the resources for long term growth of the Company the Company intends to plough back the profit for the future operations, the Board does not recommend dividend for the Financial Year ended 31st March 2023.
4. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund:
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
5. Change In The Nature Of Business, If Any:
There is not any other change in the nature of business during the Financial Year ended 31st March, 2023.
6. Reserves:
Your Board has not transferred any amount to General Reserve account of the Company for the Financial Year ended 31st March 2023.
7. Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The Ends Of The Financial Year To Which These Financial Statements Relate And The Date Of The Report:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.
8. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:
As required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:
(A) Conservation of energy:
Adequate measures have been taken to reduce energy consumption by using energy-efficient equipment. Your Company constantly evaluates new logical technologies and invests in them to make its operations more energy efficient. Currently, your Company uses CFL/LED fittings and electronic ballast to reduce the power consumption of fluorescent tubes. An auto cut-off system to control the working of air conditioners and to make them more energy-efficient has been implemented. Air-conditioners with split air conditioning for localized areas are used. High efficiency, hydro-pneumatic pumps are being used in water pumping systems.
Steps taken or impact on conservation of energy:
Improvements in-Flash stream and condensate recovery, column packing, boiler & chilling units efficiency improvements, air leakage survey in plant. Processes improved to reduce utility and improve energy conservation.
(B) Technology Absorption:
The Company is making continuous innovations and modifications to improve process efficiency and productivity.
Efforts made towards technology absorption:
i) Technology developed for import substituted products
ii) Developed continuous process to replace some of batch process.
iii) Processes developed in- house for import substituted products
iv) Continuous chemical processes developed to reduce raw materials consumption. Also developed alternative routes to make cheaper and cleaner technologies.
(C) Foreign exchange earnings and outgo:
Your Company had taken initiatives to increase exports, development of new export markets for products and services and export plan: Over the years, your Company has established a substantial direct export marketing network.
(in INR. lacs)
Foreign Exchange earned and used for the year
Year ended 31st March
Foreign Exchange Earnings (FOB)
Foreign Exchange Outgo (CIF)
9. Corporate Social Responsibility:
The provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility do not apply to the Company.
10. Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company's Operations In Future:
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
13. Share Capital And Disclosure There of:
During the year under review, Your Company has not issued any equity shares of the Company and your Company has not issued any debenture or any preference share.
A. Buy Back Of Securities:
Your Company has not bought back any of its securities during the year under review. However, the Company has given buy back offer of 5,96,696 (Five Lakhs Ninety Six Thousand Six Hundred and Ninety Six) fully paid up Equity Shares (representing 8.85 % of the total number of Equity Shares of the Company) at a price of ^18.50/- (Rupees Eighteen and Fifty Paise) ("Buy-back Price") per Equity Share payable in cash for a total consideration not exceeding ^1,10,38,876 (Rupees One Crore Ten Lakhs Thirty Eight Thousand Eight Hundred Seventy Six Only), , representing 8.06% of the total paid up equity share capital and free reserves of the Company as per the Audited financial statement of the Company for the year ended March 31, 2022 from the public shareholders of the Company on proportionate basis through tender offer route as
prescribed under the Act: ("Buy-back Offer") on 09th May, 2022. Out of buyback offer, the Company has accepted 28,500/- Equity Shares for buy back. The Same was cancelled. The Post buy back share Capital of the Company is as follows:
67,16,400 Equity Shares of Rs. 10/- each, fully paid up.
B. Sweat Equity:
Your Company has not issued any Sweat Equity Shares during the year under review.
C. Bonus Shares:
No Bonus Shares were issued during the year under review.
D. Employees Stock Option Plan:
Your Company has not issued any shares under any Stock Option Scheme to the employees.
E. Acquisition Of Entire Equity Shareholders By The Promoters And Promoters' Group:
During year under review, The Company has receipt of a notice under Section 236(1) of the Act from Mrs. Usha Kaushik Parikh, wife of Late Shri Kaushik B. Parikh, residing at B J Parikh House, Amrakunj Extension, Near Atmajyoti Ashram, Ellorapark, Race Course Circle, Subhanpura, Vadodara - 390 023, Gujarat, India (hereinafter referred to as "the Acquirer") along with other Promoters and Promoter Group, collectively Promoter Shareholders of the Company, have notified to the Company of her intention to acquire the entire equity shares of the Company held by the remaining public shareholders who are now in minority of less than 10% equity shareholding in the Company (hereinafter referred to as "Minority Shareholders") in accordance with the provisions of Sectio n 236 of the Companies Act, 2013.
At the request and at the cost of the Acquirer, the Company has caused the valuation of the equity shares of the company to be carried out by Mr. Hitendra Ranka, Chartered Accountants, Registered Valuer (Reg. No.: IBBI/RV/06/2019/11695) in accordance with Rule 27 of the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 ("CAA Rules, 2016") and the offer price has been determined at Rs. 18.14/ - (Rupees Eighteen and Fourteen Paise Only) per equity share vide his report dated September 12, 2022. However, the Acquirer has offered to pay Rs. 18.50 (Rupees Eighteen and Fifty Paise only) per equity share.
The Acquirer has deposited an amount equal to the value of the total equity shares to be so acquired by her in a separate bank account of the company in accordance with Section 236(4) of the Act, and the same includes the amount equal to the value of your shares being acquired by her.
14. Disclosure under Companies Act, 2013:
(i) Board Meetings
The Board of Directors of the Company have met 13 times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year 10 (Ten times) Board Meetings were convened and held. The details of which are given below:
Sr. No Date of Meeting
Attendance
1 16-04-2022
2 09-05-2022
3 18-08-2022
4 09-09-2022
5 26-09-2022
6 11-11-2022
7 12-11-2022
8 19-01-2023
9 20-02-2023
10 21-02-2023
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
(ii) Statement on Declaration given by Independent Director:
The Company is not required to appoint Independent Directors under section 149 of the Companies Act, 2013. Hence, this is not applicable to the Company.
(iv) 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) Audit Committee Meeting:
Your Company is not required to form an Audit Committee pursuant to Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.
(vi) Nomination & Remuneration Committee:
Your Company is not required to form Nomination and Remuneration Committee pursuant to Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.
(vii) Stakeholders Grievance Committee:
(ix) Particulars of loans, guarantees or investments:
15. 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.
16. Internal Control System:
The Company has laid down Internal Financial Control Policy under Section 134 (5) (e) of the Companies Act, 2013 which helps in 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 timely preparation of reliable financial information. 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 and 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.
17. 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.
18. Director and Key Managerial Personnel:
(i) Resignation
During year under review, Mrs. Rekhaben Shah has given Resignation from the Directorship of the Company with effect from 06.04.2022 due to her preoccupation with other works and personal reasons. Other than this, there were no any changes in Directors/Key Managerial Personnel during the financial year ended 31st March, 2023.
However, Mr. Ramanbhai Patel has given resignation from the Directorship of the Company with effect from 01.05.2023 due to his preoccupation with other works and personal reasons.
(ii) Retirement by rotation
Shri Manharbhai Dayaljibhai Patel retires by rotation and, being eligible, offers himself for re- appointment. The Directors recommend Manharbhai Daya ljibhai Patel for reappointment.
(iii) 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.
19. 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. Public 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.
21. 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. The particulars of Contracts or Arrangements with related parties pursuant to Section 188 are furnished in "Annexure "AOC-2" and are attached to this report. Further, suitable disclosure as required by the Indian Accounting Standard (abbreviated as Ind-AS) -24 has been shown in "Note No 11” to the Notes to the Financial Statements of the Company.
22. Vigil Mechanism For Directors And Employees:
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, integrity and ethical behaviour. The Company had adopted a vigil mechanism policy.
Your Company has established a vigil mechanism, the genuine concerns expressed by the employees and other Directors are taken up. Your Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.
23. 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.
24. Details Of Subsidiary/Joint Ventures/Associate Companies And Its Performance And Financial Position:
The Company has an only one subsidiary. A statement containing brief financial details of the subsidiaries is included in the Annual Report.
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 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 Form AOC-1 forms part of the Annual Report.
25. Auditors:
(i) Statutory Auditor
M/s. Ajit Tushar & Co., (Firm Registration No. 136343W), Chartered Accountants was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 26th December, 2020 for a term of 5 (Five) consecutive years.
The observations of the Auditors are duly explained in notes on page no 15 of the Annual Accounts.
(ii) Auditors' Report:
The observations of the Auditors are explained, wherever necessary, in appropriate notes to the Audited Statement of Accounts. There were qualified opinions have been made by the Auditors in their Auditors' Report for the year ended on 31st March,2023.
1) The company is covered under the Payment of Gratuity Act,1972 and is required to make provision for Gratuity on actuarial valuation as per Ind AS 19 but the gratuity expense is directly debited to Profit and Loss account on actual payment basis. No provision is made for its liability on actuarial basis.
2) As per the requirement of Ind AS 36 " Impairment Lossess", the Company is required to conduct the test for impairment losses if any. The Company has not conducted the test for impairment losses.
(iii) Reply On Auditors' Remark:
1) The Company shall take care of compliances under the Payment of Gratuity Act,1972 also making its liablity on actuarial basis from now onwards.
2) The Company shall conduct test for impairment losses at the earliest.
26. Extract of Annual Return:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31st March, 2023 is available on at the Registered Office of the Company. The details of Annual return available on the website of the Company http://oceanagro.com/files/catalog/Annual Report - 2022-2023.pdf
27. Risk Management Policy:
Your Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across your Company. Your Company has undertaken several Risk Management initiatives to protect itself against various internal and external risks. Your Company considers risk Management as a vital and important function of the Corporate Governance practices in the Company. The Company's risk management policies include uniquely designed Insurance covers for Business Assets, Exports, Movement of Stocks, Business Continuity, Loss of Profit, Public liability, Fidelity Guarantee etc.
28. Secretarial Audit Report And Remarks, If Any:
The Secretarial Audit pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014 is not applicable.
29. Corporate Governance Report:
The Company being closely held public limited Company; corporate governance report is not applicable.
30. Statement On Compliance Of Applicable Secretarial Standard:
The Directors state that 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.
31. Cost Records And Cost Audit:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.
32. 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. Your Company has put in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year under review:
No of Complaints received :
No of Complaints pending :
No of Complaints disposed off :
During the year under review, there were no complaints pertaining to sexual harassment.
33. 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.
34. 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.
35. Disclosure For Proceedings Under The Ibc And Valuation Etc:
The Board confirm that no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
The Board further confirm that the Company has not made any one-time settlement with the Bank or financial institution. Therefore, there was no matter for difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
36. Conversion Of Company Into Private Limited Company:
As members are aware that Your Company was originally on incorporated on 22nd June, 1990 as a Private Limited Company having share capital subsequently it was converted to Public Limited Company on 22nd November 2001 and it became list Company. the equity shares of the Company were listed on BSE Ltd for nearly 25 years, shares of the Company were thinly traded. You are also aware that all these years financial performance of the Company did not improve due to large scale import of cheap material from China. You are aware that the Company has not been in all these years able to pay dividend. After considered discussion it was decided to provide an exist route to the shareholders. It was decided by one of the promoters to acquire the public shareholding from the shareholders and get the shares delisted from the stock exchange. After complying with the voluntary delisting regulation of SEBI, equity shares of the Company are delisted from the stock exchange with effect from Thursday, 3rd , September 2020. After that Company has given Exit offer for a period One Year to Share Holders from Friday, September 4, 2020 To Friday, September 3, 2021.considering that the status of Public Limited Company would help the Company to increase its business on a very large scale by expanding its base and horizon in the domestic and overseas market.. Since Company has only Seventeen shareholders and the Company do not envisage raising of funds from capital market and to avail the privileges of Private Limited
Company, your Board of Directors has proposed to convert company into a Private Company subject to approval of Central Government. The Company is on verge of getting order of conversion of Public limited to Private Limited Company.
37. 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 of Directors
For OCEAN AGRO INDUSTRIES LIMITED
(Formerly known as OCEAN AGRO (INDIA) LIMITED)
Date: 21st August, 2023
Place: Vadodara
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 : nkparikh@oceanagro.com
Website : www.oceanagro.com
CIN : U15174GJ1990PLC013922