TO THE MEMBERS
Your Directors take pleasure in presenting the 8th Annual Report on the business andoperations of your Company together with the Audited Accounts for the financial year ended31st March 2019.
FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:
During the financial year ended 31st March 2019 your company has recorded a totalrevenues of Rs. 113005445/- against Rs. 10556212/- in the previous yearrepresenting an increase of 970.51%. During the year the company has incurred profit ofRs. 10068902/-.
Financial performance of the Company for Financial Year 2018-19 is summarized below:
(Figure in rupees)
|Particulars ||2018-19* ||2017-18* |
|Total Revenues ||113005445 ||10556212 |
|Expenses Before Depreciation & Amortization ||97495009 ||19472811 |
|Profit/ (Loss) Before Depreciation ||15510436 ||(8916599) |
|Less: Depreciation & Amortization ||3136804 ||1521936 |
|Profit/ (Loss) before Exceptional & Extraordinary items & tax ||12373632 ||(10438535) |
|Less: Exceptional items ||-- ||807894 |
|Profit/ (Loss) before tax ||12373632 ||(11246429) |
|Less: Tax Expenses || || |
|- Current Tax ||1880874 ||-- |
|- Deferred Tax ||423856 ||69583 |
|- Income tax of earlier years ||-- ||590 |
|Net Profit/ (Loss) For The Year ||10068902 ||(11316602) |
|Amount Transferred to Reserves (if any) ||-- ||-- |
*Figures regrouped wherever necessary
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors doesnt declared dividends as the company is at growing stage and requiresfunds for expansion. Your Directors are unable to recommend any dividend for the yearended 31st March 2019.
There is no balance lying in unpaid equity dividend account.
The paid up Equity Share Capital of the Company as on March 31 2019 was Rs. 575.20Lacs. There has been no change in the Equity Share Capital of the Company during the year.
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
TRANSFER TO RESERVES:
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
a. in the preparation of the annual accounts for the year ended March 31 2019 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;
b. the Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the State of affairs of the Company as at March 31 2019 and of the Profit& Loss of the Company for that period;
c. the Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors had prepared the annual accounts of the Company on a goingconcern basis; and
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f. The directors had devised proper systems to ensure compliance with the provisions ofall 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 theyfulfill all the requirements as stipulated in section 149(6) of the Companies Act 2013
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.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form No. MGT 9 shall form part of theBoards report in Annexure I. This Report is also available on the Companyswebsite at www.lpnaval.com
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 andresults of consolidated operations of the Company under review is annexed and forms anintegral part of the Directors Report is given in Annexure II.
NUMBER OF MEETING HELD DURING THE YEAR:
The Details of All meeting of Board of Directors and Committee meeting had taken placeduring the year and their detailed composition along with their attendance forms the partof Corporate Governance Report as given in Annexure III. The composition of the Board andits committee is also available on the website of the company at www.lpnaval.com.
As per the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report of the Corporate Governance and the Certificate of theAuditors of the Company in respect of compliance thereof are appended hereto and formingpart of this report; is given in Annexure III. The requisite certificate from the Auditorsof the Company confirming compliance with the conditions of Corporate Governance isattached in the report on Corporate Governance.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There was no employee drawing remuneration in excess of limits prescribed under section197(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 Disclosurespertaining to remuneration as required under section 197(12) of the companies act2013 read with rules 5 (1) of the companies (appointment and remuneration of managerialpersonnel) Amendment rules 2016 are annexed in Annexure IV.
STATEMENT ON RISK MANAGEMENT:
During the financial year under review a statement on risk management includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company as per the provisions of Section 134(3) (n) ofCompanies Act 2013; has been annexed in Annexure V.
M/s. R. Kejriwal & Co. Chartered Accountants (having Firm Registration No 133558W)are Statutory Auditors of the Company who were appointed in 7th Annual General Meetingheld on 30.07.2018 holds office until the conclusion of the 12th Annual General Meeting.
The Board had appointed Mr. Ranjit Kejriwal Practicing Company Secretary to conductSecretarial Audit for the financial year 2018-19. The Secretarial Audit Report is annexedherewith in Annexure VI. The secretarial Auditors report is self explanatory and assuch they do not call for further explanations.
The Board has appointed V.M. Patel & Associates as Internal Auditor for thefinancial year 2018-19.
COMMENTS ON AUDITORS REPORT:
The notes referred to in the Auditor's Report are self explanatory and as such they donot call for any further explanation.
MAINTENANCE OF COST RECORDS
The company is not required to maintain Cost Records as specified by Central Governmentunder section 148(1) of the Companies Act 2013 and accordingly such accounts and recordsare not made and maintained
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Your Board endeavors that all contracts/ arrangements/transactions entered by theCompany during the with related parties are in the ordinary course of business and on anarms length basis only.
During the year under review the Company had not entered into transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions. The Policy on Related Party Transactions isuploaded on the website of the company. The web link ishttps://www.lpnaval.com/storage/app/ media/11.%20Related%20Party%20transaction.pdf.Further all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arms length basis are attached herewith in FormNo. AOC-2 in Annexure VII.
ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
The requirements for disclosure in respect of Conservation of Energy TechnologyAbsorption in terms of Section 134(3) (m) of the Companies Act 2013 read with the rule 8of Companies (Accounts) Rules 2014 are annexed herewith in Annexure VIII
CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI(Listing Obligations and DisclosureRequirements) Regulations the CFO has certified to the Board of Directors of theCompany withregardtothefinancial statements and other matters specified in the saidregulation for the financial year 2018-19. The certificate received from CFO is attachedherewith as per Annexure IX.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas 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 ofAssociation of the Company Mr. Manojkumar Govindprasad Sarawagi (DIN: 00005447)Executive Director retire by rotation and is being eligible has offered himself forre-appointment at the ensuing Annual General Meeting Mrs. Ruchita Amit Mittal (DIN:06870740) is to be reappointed as an Independent Woman Director for a term of five yearsfrom 29th September 2019 and Mr. Girish Umesh Srivastava (DIN: 03017032) is to beappointed as an Independent Director in this Annual General Meeting. Mr. Amit KhandelwalManager of the company is proposed to be reappointed for the further term of fiveyearsfrom the completion of his tenure. Companys policy on directorsappointment and remuneration is available in the web link https://www.lpnaval.com/storage/app/media/8.%20Nomination%20and%20Remuneration.pdf
Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013 except Mr.Maheshkumar Hariram Saboo who has resigned from directorship in the company w.e.f 24thApril 2019.The following changes have been made to the Directors and KMP of the Companyduring the year and after the end of the year but up to the date of the Report:
|S. No ||Name ||Designation ||Appointment Date ||Resignation Date |
|1 ||Miss Vinita Dinesh Agarwal ||Company Secretary ||06/12/2017 ||07/04/2018 |
|2 ||Mr. Kaushik Haribhai Vegad ||Company Secretary ||07/04/2018 ||-- |
|3 ||Mr. Maheshkumar Hariram Saboo ||Independent Director ||21/12/2013 ||24/04/2019 |
|4 ||Mr. Girish Umesh Srivastava ||Additional Director ||06/05/2019 ||-- |
The company has not accepted deposits from the public during the financial year underreview within the meaning of Section 73 of the Act of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has a well placed proper and adequate internal financial control systemwhich ensures that all the assets are safeguarded and protected and that the transactionsare authorized recorded and reported correctly. The internal audit covers a wide varietyof operational matters and ensures compliance with specific standard with regards toavailability and suitability of policies and procedures. During the year no reportablematerial weakness inx the design or operation were observed.
The internal auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting of the internal auditor to the AuditCommittee 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 financialcontrol system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules 2014requires the information regarding adequacy of internal financial controls with referenceto the financial statements to be disclosed in the board report. The detailed reportforms part of Independent Auditors Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policyfor the directors and employees to report to the appropriate authorities off unethicalbehavior actual or suspected fraud or violation of the Companys code of conduct orethics policy and provides safeguards against victimization of employees who avail themechanism. The policy permits all the employees to report their concerns directly to theChairman of the Audit Committee of the Company. The Vigil Mechanism/Whistle Blower Policyas approved by the Board is uploaded on the Companys website. The web link ishttps://www.lpnaval.com/codes-and-policies
The company being basically into the fabrication of ships heavy engineering &allied business and is the member of BSE SME Platform. Apart from this business thecompany is not engaged in any other business/activities.
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).
During the year under review no fraud has been reported by Auditors under Section143(12) of the Companies Act 2013.
COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE:
A certificate received from M/s R. Kejriwal & Co. Statutory Auditors of theCompany regarding compliance of the conditions of Corporate Governance as required underSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached herewith as per Annexure X
CODE OF CONDUCT:
Board of Directors has formulated and adopted Code of Conduct for Board of Directorsand Senior Management Personnel. During the year Board of Directors and Senior ManagementPersonnel has complied with general duties rules acts and regulations. In this regardcertificate from Executive Director as required under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been received by the Boardand the same is attached herewith as Annexure XI.
All the properties and the insurable interest of the company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured. The company keeps reviewing the insurance amount every year as perrequirement.
RESEARCH & DEVELOPMENT:
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is insignificant in relation to the naturesize of operations of your Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company did not receive any complains on sexualharassment during the year 2018-19 and hence no complaints remain pending as of 31 March2019.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment and express their sincere thanks andappreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the company.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Sanjaykumar Govind Prasad Sarawagi |
|Place: Surat ||Chairman |
|Date: 22/08/2019 ||DIN: 00005468 |