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You can view full text of the latest Director's Report for the company.

BSE: 537669ISIN: INE920P01019INDUSTRY: Ship - Docks/Breaking/Repairs

BSE   ` 63.18   Open: 63.18   Today's Range 63.18
63.18
+0.00 (+ 0.00 %) Prev Close: 63.18 52 Week Range 28.80
66.50
Year End :2018-03 

The Directors take pleasure in presenting the 7th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2018.

FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ended 31 March 2018, your Company has recorded a total revenues of Rs. 1,05,56,212/- against Rs. 2,26,48,747/- in the previous year, representing a decrease of 53.39%. During the year, the company has incurred loss of Rs. 1,13,16,602/- due to decrease in gross revenue.

Financial performance of the Company for Financial Year 2017-18 is summarized below:

(Figure in rupees)

Particulars

2017-18*

2016-17*

Total Revenues

1,05,56,212

2,26,48,747

Expenses Before Depreciation & Amortization

1,94,72,811

2,06,30,253

Profit/ (Loss) Before Depreciation

(89,16,599)

20,18,494

Less: Depreciation & Amortization

15,21,936

12,85,298

Profit/ (Loss) before Exceptional & Extraordinary items & tax

(1,04,38,535)

7,33,196

Less: Exceptional items

8,07,894

--

Profit/ (Loss) before tax

(1,12,46,429)

7,33,196

Less: Tax Expenses

- Current Tax

1,84,614

- Deferred Tax

69,583

36,875

- Income tax of earlier years

590

32,107

Net Profit/ (Loss) For The Year

(1,13,16,602)

4,79,600

Amount Transferred to Reserves (if any)

-

--

* Figures regrouped wherever necessary.

DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company has made losses during the year. Your Directors are unable to recommend any dividend for the year ended 31st March, 2018

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31,2018 was Rs. 575.20 Lacs. There has been no change in the Equity Share Capital of the Company during the year.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form No. MGT-9 shall form part of the Board's report in Annexure I.

NUMBER OF MEETING HELD DURING THE YEAR

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 1 of Annexure II.

Regd Office: Office Block, First Floor, PI. No. 237/2 & 3, Sub. PI. No. A/25, Central Park Soc. GIDC, Pandesara, Surat-39422, E-mail: cs@lpnaval.com, WebSite: www.sivishipping.com, Tel. No. 0261-2894415/16, Fax No. 0261- 2894419, CIN: L35111GJ2012PLC068922

CORPORATE GOVERNANCE

As per the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. 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 as at March 31,2018 and of the Profit & Loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company 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.

DECLARATION BY INDEPENDENT DIRECTOR

All the independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of SEBI (Listing Obligations And Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure III.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act' 2013 read with rules 5 (1) of the companies (appointment and remuneration of managerial personnel) Amendment rules, 2016 are annexed in Annexure IV.

STATEMENT ON RISK MANAGEMENT:

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure V.

STATUTORY AUDITORS

M/s. R. Kejriwal & Co., Chartered Accountants (having Firm Registration No 133558W) are Statutory Auditors of the Company, who were appointed in AGM held on 29.09.2014 holds office until the conclusion of the 7th Annual General Meeting. The Company has received letter from M/s R. Kejriwal & Co., Chartered Accountants, to the effect that their re-appointment as Statutory Auditors of the Company from the conclusion of 7th Annual General Meeting until the conclusion of the 12th Annual General Meeting of the Company, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141of the Companies Act 2013.

SECRETARIAL AUDITOR

The Board had appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith in Annexure VI. The secretarial Auditor's report is self explanatory and as such they do not call for further explanations.

INTERNAL AUDITOR

The Board has appointed V.M. Patel & Associates as Internal Auditor for the financial year 2017-18

COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made investments under section 186 (4) of Companies Act, 2013.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. During the year under review the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is http://www.sivishipping.com/resource/RPT.pdf. Further all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis are attached herewith in FORM NO. AOC-2 in Annexure VII.

TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

MATERIAL CHANGES

There are no material changes occurred between the end of the financial year of the company to which the financial statement relates and the date of the report, which is affecting the financial position of the company. The name of the company has been changed from Siddhi vinayak Shipping Corporation Limited to L. P. Naval and Engineering Limited w.e.f 23rt may, 2018 and also new object in the Object Clause of the company was inserted therefore amending both AOA and MOA of the company.

ENERGY CONSERVATION MEASURES. TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014a re annexed herewith in Annexure VIII.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are no applicable to the Company.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sanjaykumar Govind Prasad Sarawagi (DIN: 00005468), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting and Mr. Maheshkumar Hariram Saboo (DIN: 01616969) is to be reappointed for a term of five years from this Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following changes have been made to the KMP of the Company during the year:

S. No

Name

Designation

Appointment Date

Resignation Date

1

Ankita Ashokkumar Jain

Company Secretary

02/06/2017

2

Bhavesh kantibhai Vaghasiya

Company Secretary

02/06/2017

06/12/2017

3

Vinita Dinesh Agarwal

Company Secretary

06/12/2017

Note: Company Secretary Vinita Dinesh Agarwal resigned on 07/04/2018 and Mr. Kaushik Haribhai Vegad was appointed as Company Secretary on 07/04/2018.

PUBLIC DEPOSIT

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of the internal auditor to the Audit Committee of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board' report. The detailed report forms part of Independent Auditors Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company's website. The web link is http://www.sivishipping.com/resource/Vigil Mechanism Policv.pdf

STATUTORY INFORMATION

The Company being basically into the fabrication of ships & allied business and is the member of BSE SME Platform. Apart from this business, the Company is not engaged in any other business/activities.

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is insignificant in relation to the nature size of operations of your Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company did not receive any complains on sexual harassment during the year 2017-18 and hence no complaints remain pending as of 31 March, 2018.

APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by a II executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors

Sd/-

Sanjaykumar Govindprasad Sarawagi

Date: 28 June, 2018 Chairman

Place: Surat (DIN: 00005468)