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Directors Report of Oceanaa Biotek Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Tenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY:

The Highlights of the financial performance of the company during the period ended 31st March, 2015:

(Amount in INR/Rupees - Actuals)

Particulars 2014-2015 2013-14

Gross Income 46,44,77,047 6,70,58,499

Profit Before Interest and Depreciation 1,93,12,977 58,34,489

Finance Charges 29,228 -

Provision for Depreciation 62,52,223 72,616

Net Profit Before Tax 1,26,67,614 57,61,873

Provision for Tax 46,01,312 22,81,951

Net Profit After Tax 80,66,302 34,79,922

Balance of Profit brought forward 28,97,324 (582,598)

Balance available for appropriation 1,09,63,626 28,97,324

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 1,09,63,626 28,97,324

The funds amounting to Rs.2.10 crores collected through Initial Public Offering have been utilized in setting up of food testing laboratory and commencement of business operations.

The Board of Directors of the Company, on 22nd August, 2014, subject to necessary approvals, approved the proposal for raising funds up to Rs.3,90,92,500 by way of issue of equity shares on preferential basis for funding current/future expansion plans/activities of the Company for potential acquisitions, working capital requirements and general corporate purposes.

The Company has allotted 7,81,850 Equity shares at a premium of Rs.40 per share (Issue Price Rs.50/-) on 15th October, 2014 on a preferential basis pursuant to approval by the shareholders through E-voting, the results of which were declared at the Annual General Meeting held on 24th September, 2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting Financial position of the Company between 31st March, 2015 and the date of Board's Report, 21st August, 2015.

DIVIDEND:

In order to conserve the resources of the Company and to expand and intensify the business operations, your Directors do not recommend any dividend for the year ending March 31, 2015.

BOARD MEETINGS:

The Board of Directors met 8 times during the financial year 2014-15. The dates of the Board meetings held are as follows:

30th May, 2014, 22nd August, 2014, 25th August, 2014, 1st September, 2014, 15th October, 2014, 5th November, 2014, 22nd December, 2014, 6th January, 2015.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per the provisions of the Companies Act, 2013, Mr.Joseb Raj retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The board recommends his re-appointment. Details regarding Mr. Joseb Raj is given under the Corporate Governance report forming part of this Annual Report.

Section 149 of the Companies Act, 2013 provides that the Independent Directors shall hold office upto a term of five consecutive years and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. The shareholders at the 9th Annual General Meeting held on 24th September, 2014 regularized appointed Mr.Jesuraj and Mrs.Beaula Raj Irudayaraj as Independent Directors for a term of five consecutive years upto 24th September, 2019.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

A separate meeting of the Independent Directors was held on 9th January, 2015 to review the performances of;

(a) non-independent Directors, Mrs.Vimalla Joseb and Mr.Joseb Raj;

(b) the Board as a whole

(c) Chairperson of the company, taking into account the views of executive and non-executive directors;

The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES AND THE CRITERIA FORMULATED BY THE COMMITTEE FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR

During the year under review Nomination and Remuneration policy was formulated by the Nomination and Remuneration Committee. The policy was approved by the Board at its meeting held on 25th August, 2014.

The policy provides for:

* Development of appropriate standards for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management

* Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

* Devising a policy on Board diversity;

* Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

* Formulation of criteria for evaluation of the Board;

CSR POLICY/COMMITTEE:

The need for constituting a Corporate Social Responsibility has not yet risen.

PARTICULARS OF EMPLOYEES covered by the provisions contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The company has not employed any person during the year,

* whose remuneration was not less than Rs.60,00,000/- for the whole year or

* not less than Rs.500,000/- per month, if employed for part of the year.

* if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013 (the Act), the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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;

(f) 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.

AUDIT OBSERVATIONS:

Auditors' observations, if any are suitably explained in the Auditors' Report and notes to the Accounts and are self-explanatory.

AUDITORS:

(i) STATUTORY AUDITOR:

The Statutory Auditor, Mr.V.Krishnamoorthy, Chartered Accountant retire at this Annual General Meeting and being eligible, offers himself for reappointment. The resolution in this regard in included in the notice to the Annual General Meeting.

The Company has received confirmation from the Auditor regarding his consent and eligibility under Sections 139 and 141 of the Companies Act, 2013.The same can be inspected at the Corporate Office of the Company during business hours.

(ii) COST AUDIT:

The Central Government has not prescribed maintenance of cost records for the existing business activities of the Company.

iii) SECRETARIAL AUDIT:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of Mr.M.Rathna Kumar, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report submitted by the Company Secretary in Practice is enclosed as a part of this report in Annexure-A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 of the Companies Act, 2013, the requirement of constituting a CSR Committee did not arise.

VIGIL MECHANISM:

In compliance with Section 177 (9) of the Companies Act, 2013 and pursuant to the SME Listing Agreement, the Board of Directors of the Company have adopted the Vigil Mechanism/Whistleblower Policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.oceanaabiotek.com.

RELATED PARTY TRANSACTIONS:

Related party transactions were entered during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for approval. The Audit Committee granted omnibus approval for the transactions entered into by the Company in the ordinary course of business and at arm's length.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is given as Annexure D.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has taken adequate steps to adhere to all the stipulations laid down under Clause 52 of the SME Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report is given in Annexure E.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 52 of the Listing Agreement is attached to this report.

OBSERVATIONS IN SECRETARIAL AUDIT REPORT

As observed in the Secretarial Audit Report, the Company is yet to appoint an Internal Auditor and File forms for appointment of Chief Financial officer and for Creation of Charge. Due to some inadvertent delays and internal changes, the Company was unable to appoint an Internal Auditor and file forms for appointment of Chief Financial officer and for Creation of Charge. The Company is taking adequate steps to comply with all the observations and the same will be complied with shortly.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the support extended to the company by the banks, employees and investors.

For Oceanaa Biotek Industries Limited

Place : Chennai Date : 21st August, 2015

Vimalla Joseb Joseb Raj A Managing Director Director


Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the Annual Report with I he Audited Financial Statements for the year ended March 31, 2014,

WORKING RESULTS

During the year ending March 31, 20 14, the company earned a Profit tic fore Tax of 1NR 57,61,873. The revenue from opera lions for the year ended on 3 1.03,20 M was INR 6,70,58,499.

FINANCIAL HIGHLIGHTS

The Highlights of the financial performance of the company as follows:

(Amount in INR/Rupccs - Actuals)

Particulars For the year ended For the year ended 31st March 2014 31st March 2014

Total Income 6/70,58,499 34,00,000

Total Expenditure 5,97,09,892 29,85,954

Profit Before Tax 57,61,873 4,14,046

Profit After Tax 34,79,922 2,84,196

Earnings Per Share 0,67 0,09

FIXED DEPOSITS

The company has not accepted any deposits from the public,

DIVIDEND:

In order to conserve the resources of the Company to expand and intensify the business operations, your Directors do not recommend any dividend for the year ending March 31, 2014,

DIRECTORS:

All the directors retire by rotation at the ensuing annual general meeting and are eligible for re- appointment.

Mr Jesu Raj and Mrs. Irodayaraj Beaula Raj, being Independent Directors are proposed to appointed as such for the next consecutive period of 5 years.

Only Mrs. Vimaila Joseb, Managing Director is being paid remuneration by the Company. There was no change in her remuneration, except the details as stated under 'Remuneration to Directors1 In the Corporate Governance Report.

The Board believes ihnL the remuneration paid to the Mannying Directors is id par with respect lo remuneration paid in other companies in the industry growing tit llie similar trend ns of this company. The remuneration pnitl lo the Managing Director is as per the remuneration policy of the Company.

EMPLOYEES

As there was no change in remuneration Iasi yenr, the comparison with respect to increase in the remuneration of a Median Employed is not provided.

The number of permanent employee on the Company,s rolls is 13.

AUDITORS:

M/S S.Devaraj & co, Chartered Accountants have expressed their unwillingness lo continue as Statutory Auditors.

Ir is proposed to appoint M/s. V. Krishnamoorthy & Co, Chartered Accountants, Chennai as Statutory Audi tors for the financial year 2014-15. The resolution in this regard in included in the notice to the Annual General Meeting.

COST AUDIT

The Central Government has not prescribed maintenance of cost records for the existing business activities of the Company.

SECRETARIAL AUDIT

Your Company is in the process of appointing a Secretarial Auditor to perform a Secretarial Audit For the year 2014-15 and provide the report thereon,

LISTING ARRANGEMENTS

During the previous financial year, the Company went for the Initial Public Offer for an amount of Rs. 2,10,00,000/- Pursuant lo this, the Company,s Equity Shares got listed at the SME Platform of Bombay Slock Exchange with effect from 3rd of April 2014 and the annual listing fee has been paid lo the Exchange. The Company,s shares are not listed wilh any other exchange within or outside India.

The Directors of the Company signed its draft pixispectus on 13th on Jan 2014 and the filed the signed draft with the Bombay Stock Exchange. As there was no comments from BSE, the finalized prospectus was signed by the Directors of the Company on 25th of Feb 2014 filed the prospectus with ROC on 7th of March 2014. The ROC provided its approval for the Prospectus on 1461 of March 2014. The issue of shares opened on 18th March 2014 and closed on 20th of March 2014. Allotment to the successful allotees was made on 28th of March 2014 and necessary filings with ROC was also donc.

OPERATIONS - STATUS OF PERFORMANCE

On the operations side, we have completed installation of various testing equipments very recently. Mock tests have been carried ouL successfully. Currently, your company is in the process of carrying out sample tests for shrimp farmers for pesticides analysis and multi residue screening for different compounds including organophosphorus, carbonates etc, These farmers are located in and around Marakkanam where the lab testing facility is located. we arc also marketing our skills to focus on dairy, bakery, pharma and chemical industries etc, The potential customer for OBIL, Pepsi Co, has also expressed interest to use our facilities for quality checks in the products of our group companies, which is also a source of revenue for us.

SUBSIDIARIES

Your Company docs not have a subsidiary.

GROUP COMPANIES

Oceanic Edibles International Limited Oceanic Tropical Fruits Private Limited Oceanic Bio-Harvests Limited Object Frontier Software Private Limited Oceana a Aciizoncs Beverages Pvt Ltd Oceanic Agro Intellectual Integrated India Pvt Ltd

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Corporate Governance and Management Discussion and Analysis reports arc set out later in this report and form an integral part of this report. A Certificate from the Company Secretaries in practice certifying compliance with conditions of Corporate Governance, as stipulated in Clause 52 of the Listing Agreement signed with Bombay Stock Exchange, is also annexed to this report.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The company lias not employed any person during the year, whose remuneration was not less than Rs .60,00,000/- for the whole year or not less than Rs.500,000/- per month, if employed for part of the year.

None of the directors of the company are disqualified under section 164(2) of the companies Act, 2013-

DIRECTORS RESPONSIBILITY STATEMENT 217(2AA) OF THE COMPANIES ACT, 1956, INDICATING THEREIN:

i. That in the preparation of the Annual Accounts, the applicable Accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the stale of Affairs of the company ai the end of the financial year and of the profit of the company for that period,

iii. That the Directors had token proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of litis Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. That the Directors have prepared the Annual accounts on a going concern basis,

CONSERVATION OF ENERGY

As the company is a service organization, the question of report about the conservation of energy and technology does not arise.

FOREIGN EXCHANGE EARNING AND OUTGO - NIL ACKNOWLEDGEMENTS

Your Directors lake this opportunity lo place on record their gratitude for the support extended to the company by the banks, employees and investors,

OCEAN A A BIOTEK INDUSTRIES LIMITED

Place: Chennai Date : 30.05.2014

JlOSFN RAJ VIMALLA JOSEB DIRECTOR MANAGING DIRECTOR



 
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