Oceanic Foods Ltd
Directors Reports
To,
The Members,
OCEANIC FOODS LIMITED
Your directors are pleased to present their 30th Annual Report along
with the Audited financial statements for the Financial Year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
| Sr. No. Particulars |
For the year ended 31 March 2023 |
For the year ended 31 March 2022 |
| Revenue |
|
|
| 1 Revenue from Operations |
|
|
| a. Revenue from sale of products |
8,569.79 |
11,978.47 |
| b. Other Operating Income |
323.16 |
402.52 |
| 2 Other Income |
12.46 |
26.09 |
| 3 Total Income (I) |
8,905.41 |
12,407.08 |
| 4 Expenses |
|
|
| a. Cost of Material Consumed |
6,332.08 |
9,641.61 |
| b. Purchase of Stock in Trade |
- |
- |
| c. Change in inventory of Finished Goods, Work-in- progress
and Stock-in-Trade |
(58.00) |
(224.62) |
| d. Employee Benefits Expense |
378.79 |
355.49 |
| e. Finance Costs |
64.14 |
185.82 |
| f. Depreciation and Amortisation Expense |
106.68 |
99.80 |
| g. Product Development Expense |
- |
- |
| h. Other expenses |
1,667.96 |
2,006.34 |
| 5 Total Expenses (II) |
8,491.65 |
12,064.43 |
| 6 Profit before Exceptional Items |
413.76 |
342.65 |
| 7 Exceptional Items |
|
|
| 8 Profit/(Loss) before Tax (III) |
413.76 |
342.65 |
| 9 Tax Expense: (IV) |
|
|
| a. Current Tax |
110.76 |
85.71 |
| b. Deferred Tax |
1.42 |
(10.04) |
| 10 Profit/(Loss) for the Year (III - IV= V) |
301.58 |
266.97 |
| 11 Other Comprehensive Income (VI) |
|
|
| a. Items that will not be reclassified to profit or Loss |
|
|
| (i) Remeasurement of Post Employment Benefit Obligation |
(0.60) |
1.67 |
| (ii) Income tax relating to remeasurement of Defined Benefit
Obligation |
0.03 |
(0.42) |
| b. Items that will be reclassified to profit or Loss |
|
|
| Total Other Comprehensive Income/ (Expense) for the Year (VI) |
(0.57) |
1.25 |
| 12 Total Comprehensive Income/ (Expense) for the Year (V + VI
=VII) |
301.01 |
268.22 |
STATEMENT OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the Financial year 2022-2023, the Company has earned Net revenue
from the operations including other income of Rs 8,905.41 Lakhs as compared to previous
year revenue i.e Rs 12,407.08 Lakhs. Further, net profit (after tax) has been increased to
Rs. 301.01 Lakhs as compared to previous year net profit of Rs 268.22 Lakhs. 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.
FINANCIAL STATEMENT:
As per the provisions of the Act and in accordance with the Circulars
issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange
Board of India, from time to time, the Annual Report 2022-23 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.
DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:
With a view to plough back profits and in order to conserve resources
for future operational purpose, the Board do not recommend any dividend for the financial
year 2022-23. Moreover, no amount is being transferred to reserves during the financial
year 2022-23.
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, 2023
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
ANNUAL RETURN:
In terms of Section 92(3) read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is placed on
the website of the company, is 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, 9 (Nine) number of Board meetings were
held on 26/08/2022, 30/08/2022, 27/09/2022, 11/10/2022, 31/10/2022, 18/11/2022,
20/11/2022, 21/11/2022 and 07/02/2023 and requisite quorum was present at the said
meetings.
The Company has no pecuniary relationships with the independent
directors except sitting fees for attending meetings of the Board/committees thereof.
Pursuant to the provisions of the Companies Act, 2013 and Rules framed
thereunder read with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 formal annual evaluation is to be made by the Board of its own
performance and that of its Committees and Individual Directors. The Board after taking
into consideration the criteria of evaluation laid down by the Nomination and Remuneration
Committee in its policy such as Board Composition, level of involvement, performance of
duties, attendance etc. had evaluated its own performance, the performance of its
committees and Independent Directors (excluding the Director being evaluated). The
performance evaluation of the Non-Independent Directors was also carried out by the
independent Directors. The Directors expressed their satisfaction with the evaluation
process and performance of the Board as a whole
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:
All Related Party Transactions, which were entered into during the
Financial Year under review, were on an arm's length basis, and in the ordinary
course of business and are in compliance with the applicable provisions of the Act and the
SEBI Listing Regulations. All Related Party Transactions are placed before the Audit
Committee. There were no materially significant Related Party Transactions made by the
Company during the year that required shareholders' approval under Regulation 23 of
the SEBI Listing Regulations. Therefore, the disclosure in Form AOC-2 pursuant to
compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not required. The disclosures as required are provided in IND-AS
in relation to transactions with related parties which are given in the notes to the
Financial Statements.
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. 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.
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. Subject to approval of members in the
ensuing Annual General Meeting, Kamlesh Rathod & Associates, Chartered Accountants
(FRN: 117930W) will be appointed as the Statutory Auditor of the Company for the FY
2023-24 to FY 2027-28 i.e., from conclusion of 30th Annual General Meeting till conclusion
of 35th Annual general Meeting to be held on 2028.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report for the Financial Year ended on March, 31
2023 is Annexed herewith marked as “Annexure I” to this Report. The Secretarial
Audit Report submitted by them in the prescribed form MR-3
The Board has appointed Malay Desai & Associates, as the
Secretarial Auditor of the Company for the Financial year 2022-23. Secretarial Auditors
had confirmed that they are eligible for the said appointment. Secretarial Auditor had
following observation:
| Sr. No. Relevant Provision for Compliance Requirement |
Observation |
Management Reply |
| 01 Regulation 7(3) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Share Transfer Agent Certificate for the Year ended
March, 2023 not filed as per the Regulations during the Audit period within precited time
limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 02 Regulation 13 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Investor Complaint report for the quarter ended June,
2022 not filed as per the Regulations during the Audit period within precited time limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 03 Regulation 18 (2) (a) of Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Audit committee of the Company
didn't meet for 4 times during the FY 2022-23 and the period between the meeting
lapsed more than 120 days |
Due to Inadvertence Company could not file
the same, however the Company shall ensure it doesn't happen again. |
| 04 Regulation 23 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Related Party Transections reports for the half year
ended March, 2022 and September, 2022 was not filed during the Audit period within
precited time limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 05 Regulation 24A of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Company has not submitted Annual Secretarial Compliance
Report for the year ended March, 2022 within prescribed time limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 06 Regulation 27 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Corporate Governance Report for the quarter ended March,
2022, June, 2022, September, 2022 and December, 2022 not filed during the Audit Period
within precited time limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 07 Regulation 33 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
Quarterly / Half Yearly/ Yearly Financial Report not filed
for the period ended March 2022, June 2022, September 2022 and December 2022 during the
Audit Period within prescribed time limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 08 Regulation 40(9) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
During the Audit Period RTA Compliance Certificate not filed
for the Year ended March, 2022 within prescribed time limit |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 09 Regulation 74(5) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
During the Audit Period for the quarter ended March, 2022,
June, 2022, September, 2022 and December, 2022 certificate of RTA not filed within
prescribed time limit. |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 10 Regulation 76 of Depositories And Participants
Regulations, 2018 |
Share Reconciliation report not filed within Prescribed time
limit during the Audit period for the quarter ended March, 2022, June, 2022, September,
2022 and December, 2022 |
Due to Inadvertence Company could not file the same, however
the Company shall ensure it doesn't happen again. |
| 11 Regulation 6(1) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 |
During the Audit Period the Company has not appointed Company
Secretary as Compliance Officer of the Company after Resignation of previous compliance
officer dated 24/03/2022 |
The Company could not get a suitable candidate who could be
appointed Company Secretary and Compliance Officer of the Company; however, the Company
had appointed Mrs. Akansha Srivastav as Company Secretary and Compliance Officer of the
Company with effect from 18/10/2023 |
| 12 Section 96 of Companies Act, 2013 (Annual general Meeting) |
During the Audit Period the Company didn't hold Annual
General Meeting for FY 21-22 as per Section 96 of Companies Act, 2013 within prescribed
time limit. |
Due to Inadvertence Company could not hold the Annual general
Meeting on time, however the Company shall ensure it doesn't happen again. |
| 13 Section 203 of Companies Act, 2013 (Appointment of Company
Secretary). |
During the Audit Period the Company has not appointed Company
Secretary within 6 Months after Resignation of previous Company Secretary dated 24/03/2022
|
The Company could not get a suitable candidate who could be
appointed Company Secretary and Compliance Officer of the Company; however, the Company
had appointed Mrs. Akansha Srivastav as Company Secretary and Compliance Officer of the
Company with effect from 18/10/2023 |
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
regard, 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, Whole Time 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/ chairmanship, their shareholding etc., are furnished
in the explanatory statement to the notice of the ensuing AGM.
Mr. Neelkumar Chapla was appointed as an Additional (Non-executive
Independent) director with effect from 24th March 2022, subject to approval of members in
ensuing general meeting of the company.
Further, the Board of Directors of the Company at its meeting held on
18th October, 2023 had noted following Resignation: -
- Mr. Tulan V Patel (DIN 02177067) from the post of Managing Director
and CEO as well as Director & Compliance Officer of the company w.e.f. end of the day
i.e., 18/10/2023;
- Mrs. Niyati Nitesh Kotecha (DIN 09258848) from the post of
Independent Director of the company w.e.f. end of the day i.e., 18/10/2023;
- Mr. Kaushal Hiralal Garg (DIN 09244824) from the post of Independent
Director of the company w.e.f. end of the day i.e., 18/10/2023 and
- Mr. Neelkumar Pravinbhai Chapla (DIN 09545734) from the post of
Independent Director of the company w.e.f. end of the day i.e., 18/10/2023;
Further, the Board of Directors of the Company at its meeting held on
18th October, 2023 had appointed Mrs. Parita H. Sherathiya (DIN: 0009682350) and Mr. Rahul
H. Modi [DIN 0009483841] 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. 18th October, 2023.
Further, The Board of Directors of the Company at its meeting held on 1st November, 2023
had appointed Mr. Anand Gautambhai Dave [DIN 09722969] 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. 1st November, 2023. The appointment of the said directors were approved by
the members in 29th Annual General meeting.
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
As on 31st March, 2023 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 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 |
| 6 Neelkumar Chapla |
Non-executive Independent Director |
09545734 |
24/03/2022 |
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 two times i.e., 30/08/2022 and 20/11/2022 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 Mr Kaushal Garg |
Chairperson |
Non-Executive & Independent |
09244824 |
2/2 |
| 2 Mrs Niyati Kotecha |
Member |
Non-Executive & Independent |
09258848 |
2/2 |
| 3 Mr Abhishek Nagrecha |
Member |
Non-Executive & Independent |
07562889 |
2/2 |
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.
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 did not meet anytime.
| Sr No. Name |
Status |
Category |
Director Identification Number (DIN) |
No. of Meetings held/attended |
| 1 Mrs Niyati Kotecha |
Chairperson |
Non-Executive & Independent |
09244824 |
- |
| 2 Mr Kaushal Garg |
Member |
Non-Executive & Independent |
09258848 |
- |
| 3 Mr Abhishek Nagrecha |
Member |
Non-Executive & Independent |
07562889 |
- |
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. During the year, the Committee did not meet anytime.
| Sr No. Name |
Status |
Category |
Director Identification Number (DIN) |
No. of Meetings held/attended |
| 1 Mr Abhishek Nagrecha |
Chairperson |
Non-Executive & Independent |
09244824 |
- |
| 2 Mr Kaushal Garg |
Member |
Non-Executive & Independent |
09258848 |
- |
| 3 Mrs Niyati Kotecha |
Member |
Non-Executive & Independent |
07562889 |
- |
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 2022-23 are given below:
| No. of Complaints pending as on 31st March 2022 |
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 2023 |
NIL |
KEY MANAGERIAL PERSONNEL:
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 for the FY 2022-23 were as under: Mr. Ajesh V. Patel,
Chairman and Whole Time Director Mr. Tulan V. Patel, Managing Director and Chief Executive
officer (Resigned w.e.f., 18/10/2023) Mr. Shrinivas A. Jani, Chief Financial Officer Ms.
Krishna S. Adhyaru Company Secretary & Compliance Officer (Resigned with effect from
12th February 2022) However, after closure of financial Year Mrs. Akansha Srivastav was
appointed as Company Secretary and Compliance Officer of the Company with effect from 18th
October, 2023
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2022-23:
The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as forms part of this directors' report (Annexure VIII). The information
required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the
Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of
the Act, the Report and Accounts are being sent to the shareholders excluding the
aforesaid Annexure. Any shareholder interested in obtaining the same may write to the
Company Secretary at the registered office of the Company.
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 2022-23 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 II”.
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 Practicing 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 III`
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 risks are assessed and steps as appropriate are taken to mitigate the same.
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 |
2022-23 |
2021-22 |
| Foreign Exchange Earnings |
49,21,69,636 |
60,39,11,777 |
| Foreign Exchange Outgo |
58,45,754 |
38,55,290 |
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, 2023, 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 eff orts 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.
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