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Reliance Naval & Engineering Ltd.

BSE: 533107 Sector: Others
NSE: RNAVAL ISIN Code: INE542F01012
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VOLUME 240993
52-Week high 20.60
52-Week low 7.21
P/E
Mkt Cap.(Rs cr) 593
Buy Price 8.02
Buy Qty 250.00
Sell Price 8.04
Sell Qty 1998.00
OPEN 8.20
CLOSE 8.05
VOLUME 240993
52-Week high 20.60
52-Week low 7.21
P/E
Mkt Cap.(Rs cr) 593
Buy Price 8.02
Buy Qty 250.00
Sell Price 8.04
Sell Qty 1998.00

Reliance Naval & Engineering Ltd. (RNAVAL) - Director Report

Company director report

Dear Shareowners

Your Directors present the 21st Annual Report and the audited financial statements forthe financial year ended March 31 2018.

Financial Results

The financial performance of the Company on standalone basis for the financial yearended March 31 2018 is summarised below:

(Rs in lakh)
Particulars Financial year ended March 31 2018 Financial year ended March 31 2017
Total Income 41384.25 56414.44
Profit / (Loss) before taxation (116853.21) (70622.72)
Tax expenses (Net) (including deferred tax and tax for earlier years) 21245.47 18280.15
Profit / (Loss) after taxation (95607.74) (52342.57)
Other Comprehensive Income 28.24 (70.32)
Total Comprehensive Income for the year (95579.50) (52412.89)
Add: Balance of profit/(loss) brought forward 43427.32 95840.21
Securities Premium on issue of shares 683.50 0
Balance carried to Balance Sheet (51468.68) 43427.32

Financial Performance

During the financial year under review your Company earned an income of Rs 41384.25lakh against Rs 56414.44 lakh in the previous year. The Company incurred a loss after taxof

Rs 95607.74 lakh for the year as compared to Rs 52342.57 lakh in the previous year.

The performance and financial position of the subsidiary companies and associatecompany are included in the consolidated financial statement of the Company and presentedin the management Discussion and Analysis forming part of this Annual Report.

Capital Structure

During the year under review the Company has allotted by way of preferential issue1384994 Equity Shares having face value of Rs 10 each (‘Equity Shares') ata price of Rs 59.35 (including a premium of Rs 49.35) per Equity Share aggregating

Rs 82199393.90 (Rupees Eight Crore Twenty One Lakh Ninety Nine Thousand ThreeHundred Ninety Three and paise Ninety only) and 42245764 - 0.10% CompulsorilyRedeemable

Preference Shares of Rs 10 each (‘CRPS') at par aggregating

Rs 422457640 (Rupees Forty Two Crore Twenty Four Lakh

Fifty Seven Thousand Six Hundred and Forty only) to Housing Development FinanceCorporation Limited (‘HDFC') against conversion of equivalent amount of outstandingdebt.

Dividend

During the year under review the Board of Directors has not recommended dividend onthe equity shares of the Company.

The Company's Dividend Distribution Policy forms part of this

Annual Report.

Business Operations

The Company is primarily engaged into defence and commercial shipbuilding ship repairand offshore engineering activities and operates the largest dry dock in India. OurCompany's shipyard at Pipavav Gujarat has integrated state of-the-art productionfacilities.

During the year under review for the first time in India two

Naval Offshore Patrol Vessels (‘NOPVs') have been launched simultaneously. TheCompany has delivered a 75000 DWT Panamax vessel and successfully completed refit of twonaval ships. The Company is focusing on the unexecuted order book.

In respect of a partly fulfilled order for delivery of Offshore

Support Vessels the customer had failed to take the delivery of one completed vesseland has subsequently in May 2018 has invoked performance and other bank guaranteesaggregating

Rs 498 crores approximately. The Company has challenged the said action including theinvocation of guarantees in a writ petition which is pending before Hon'ble Bombay HighCourt.

During the year our Company has submitted revised commercial bid for four LandingPlatform Docks (‘LPDs') which would be approximately of Rs 20000 crore.

Debt Refinancing

As on March 31 2018 the Company had outstanding fund based borrowings of Rs 8185crore. Due to long gestation period of large scale infrastructure created by our Companynon-availability of working capital on time coupled with dearth in new orders theoperations of our Company were severely impacted during the year. The Company's businessis significantly dependent on defence contracts and in absence of finalisation of anysuch contracts; the earnings of the Company were insufficient to service the debt. As amatter of fact it further increased its financial stress.

Immediately after taking management control of the Company Reliance Group proposed tothe Lenders various proposal for refinancing its debts pursuant to applicable RBIGuidelines with the objective to re-structure/refinance the debt and make the operationsof the Company viable. These refinancing schemes could not be implemented in absence ofapproval of 100% of the lenders. Thereafter RBI issued a revised framework for Resolutionof Stressed Assets vide its circular no. DBR.NO.BP. BC.101/21.04.048/2017-18 datedFebruary 12 2018 which made all the existing applicable guidelines for debtrestructuring/refinancing redundant.

This mandated Company and lenders to revise the Resolution

Plan of the outstanding debts of the Company. The Company has submitted the ResolutionPlan in compliance with the said RBI circular which is under Lenders' Consideration.

During the year IFCI Limited (IFCI) has issued a recall notice and subsequentlyapplied for insolvency petition under the

Insolvency and Bankruptcy Code 2016 due to continued default in repayment ofprincipal and interest against the loan availed by Reliance Marine Offshore Limited (RMOL)(a wholly owned subsidiary of the Company) as the principal borrower and also against theCompany as Corporate Guarantor. In response to recall notice RMOL and the Company hasrequested the

IFCI to liquidate the securities available which as per IFCI is sufficient to meetthe obligations of RMOL.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure

Requirements) Regulations 2015 (Listing Regulations) is presented in a separatesection forming part of this Annual Report.

Non-Convertible Debentures

During the year under review your company has issued

24231000 Secured Redeemable Unlisted Non-Convertible

Debentures (NCD's) at an issue price of Rs 100 per NCD aggregating to Rs 242.31 croreswhich are outstanding as on date. These NCDs are unlisted and issued as per Right toRecompense granted to CDR lenders for compensating for various concessions / rebatesguaranteed by the Company in terms of Master Restructuring Agreement dated March 20 2015.

Deposit

During the year the Company has neither accepted nor renewed any deposits from thepublic falling within the ambit of Section

73 of the Companies Act 2013 (‘the Act') and the Companies

(Acceptance of Deposits) Rules 2014. There are no unclaimed deposits unclaimed /unpaid interest refunds due to the deposit holders or to be deposited to the InvestorEducation and

Protection Fund as on March 31 2018.

Particulars of Loans Guarantees or Investments

Pursuant to Section 186 of the Companies Act 2013 (‘the

Act') details of the Investments made by the Company are provided in the standalonefinancial statement under Note no. 3.

Subsidiary Companies Associate and Joint Venture

As on March 31 2018 the Company is having 6 subsidiaries under its fold and 1Associate Company.

The financial performance of each of the subsidiaries and associate companies as perthe Act is provided in the consolidated financial statement.

During the year the Company has decided to terminate the joint venture with MazagonDock Limited (‘MDL') and consequently closure of Mazagon Dock Pipavav Defence PrivateLimited a

Joint Venture company between the Company and MDL.

The Company's Policy for determining material subsidiaries as approved by the Boardmay be accessed on the Company's website at the link: http://www.rnaval.co.in/web/rnaval/corporate-governance.

Financial Statement- Application of Indian Accounting Standards (Ind AS) Rules 2015

The Ministry of Corporate Affairs (MCA) vide its Notification No. G.S.R. 111(E) datedFebruary 16 2015 has made the application of the Companies (Indian Accounting Standards)Rules 2015 (Ind-AS Rules).

The audited financial statement of the Company are drawn up both on standalone andconsolidated basis for the financial year ended March 31 2018 are in accordance withthe requirements of the Ind AS Rules.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 312018 based on the financial statement received from subsidiaries associate and jointventure Companies as approved by their respective Board of Directors have been preparedin accordance with Indian Accounting Standard (Ind

AS) 110 on ‘Consolidated Financial Statements' and Ind AS 28 on ‘Accountingfor Investments in Associates and Joint Ventures' notified under the Act read with theAccounting Standards Rules as applicable.

Directors

During the year under review Vice Admiral (Retd.) H S Malhi superannuated from theCompany and as such relinquished the office of Whole-time Director and CEO with effectfrom April 11 2017. The Board of Directors of the Company at its meeting held on April11 2017 appointed Cmde (Retd.) Kartik Subramaniam as an Additional Director and haselevated him to the position of Whole-time Director and CEO of the Company for a periodof three years with effect from April 11 2017.

IDBI Bank has substituted Shri Rajeev Kumar as their nominee Director in place of ShriAjoy Nath Jha w.e.f. September 8 2017. Pursuant to the provisions of Section 161 of theCompanies Act

2013 during the year under review on September 29 2017 both Shri Rana Ranjit Raiand Shri K. Ravikumar were appointed as Additional Directors in their capacity ofIndependent Directors.

Shri Ajai Vikram Singh and Shri Rajendra Chitale have resigned as Directors of theCompany both w.e.f September 29 2017.

Further Air Chief Marshal (Retd.) Fali Homi Major has resigned as Director of theCompany w.e.f. January 30 2018.

During the year under review Shri R. N. Bhardwaj has been appointed as AdditionalDirector in the capacity of Independent Directors of the Company w.e.f. January 30 2018.

Pursuant to provisions of section 167(1)(b) of the Act Shri Nikhil Gandhi ceased to beDirector on the Board of the Company with effect from February 11 2018. Shri Rajesh KDhingra was nominated as an Additional Non-Executive Director with effect from February20 2018 on the Board by the promoters of the

Company.

Further Life Insurance Cooperation (‘LIC') of India has substituted Shri RajKumar as their nominee Director in place of Ms Padmaja

Bhaskaran w.e.f. March 15 2018. Shri Bhavesh Gandhi has resigned as Directors of theCompany w.e.f. March 24 2018. During the financial year Cmde (Retd.) KartikSubramaniam superannuated from the Company and as such relinquished the office ofWhole-time Director and CEO with effect from March 31 2018. The Board of Directors of theCompany at its meeting held on March 15 2018 appointed Shri Debashis Bir as anAdditional Director and has elevated him to the position of Whole-time Director of theCompany for a period of two years with effect from April 1 2018. The appointment and theremuneration payable to Shri Debashis Bir during the tenure of appointment are subject tothe approval of the members at the ensuing AGM and consequent approval of CentralGovernment.

Lt. Gen. Syed Ata Hasnain (Retd.) Shri Rajesh Dhingra and Shri

Rahul Sarin have resigned as Directors of the Company w.e.f. August 10 2018.

Shri Anil D. Ambani has resigned as Director of the Company w.e.f. August 25 2018.

Shri Rana Ranjit Rai Shri K Ravikumar and Shri Raj Narain Bhardwaj have been appointedas additional Directors pursuant to the provisions of Section 161 of the Act and shallhold office till the conclusion of ensuing Annual General Meeting of the

Company. Subject to approval of the members at the ensuing AGM Shri Rana Ranjit RaiShri K Ravikumar and Shri R. N. Bhardwaj have been appointed as Independent Directors fora period of five consecutive years effective from the respective date of appointment notbeing liable to retire by rotation. The Company has received notices in writing from amember under Section 160 of the Act proposing the candidatures of

Shri Rana Ranjit Rai Shri K. Ravikumar Shri Debashis Bir and Shri R. N. Bhardwaj forthe office of Director of the Company. The Nomination and Remuneration Committee of theBoard has recommended appointment of all the above mentioned

Directors. The Board also recommends their appointment. The Board places on record itsappreciation for valuable contribution made by Vice Admiral (Retd.) H S Malhi Cmde.(Retd.) Kartik Subramaniam Shri Ajoy Nath Jha Ms. Padmaja Bhaskaran Shri Ajai VikramSingh Shri Rajendra Chitale Air Chief Marshal (Retd.) Fali Homi Major Shri NikhilGandhi Shri Bhavesh Gandhi Lt. Gen. Syed Ata Hasnain (Retd.) Shri Rajesh Dhingra

Shri Rahul Sarin and Shri Anil D. Ambani during their tenure as Directors of theCompany.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Act and theListing Regulations.

The details of programme for familiarization of Independent Directors with the Companynature of the industry in which the Company operates and related matters are uploaded onthe website of the Company at the link http://www.rnaval.co.in/web/rnaval/corporate-governance.

In terms of the provisions of the Companies Act 2013 Shri Sateesh Seth Non-ExecutiveDirector of the Company retires by rotation and being eligible offers himself forre-appointment at the ensuing AGM. A brief resume of Shri Sateesh Seth along withrequisite details as stipulated under Regulation 36(3) of the Listing Regulations isgiven in the section on Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

During the financial year Shri Nikhil Jain has been appointed as the Chief FinancialOfficer (‘CFO') of the Company and termed as Key Managerial Personnel (‘KMP') bythe Board w.e.f. August 2 2017 in place of Shri Madan Pendse who resigned as CFO witheffect from August 01 2017.

Cmde. (Retd.) Kartik Subramaniam was appointed as Whole-time Director and ChiefExecutive Officer (‘CEO') and termed as KMP with effect from April 11 2017 in placeof Vice Admiral (Retd.) H S Malhi who ceased to be Whole-time Director and CEO due tosuperannuation from the service of the Company with effect from April 11 2018.

Shri Debashis Bir has been appointed as Whole-time Director and CEO and termed as KMPwith effect from April 1 2018 in place of Cmde. (Retd.) Kartik Subramaniam who ceasedto be Whole-time Director and CEO due to superannuation from the service of the Companywith effect from March 31 2018.

Shri Paresh Rathod has been appointed as Company Secretary and termed as KMP witheffect from April 1 2018 in place of Shri Ajit Dabholkar who has resigned as CorporateCounsel and Company Secretary of the Company from the closure of business hours on March31 2018.

The Board places on record its appreciation for valuable contribution made by ShriMadan Pendse Vice Admiral (Retd.) H S Malhi Cmde. (Retd.) Kartik Subramaniam and ShriAjit Dabholkar during their tenure as KMP's of the Company.

Evaluation of Directors Board and Committees

The Company has devised a policy for performance evaluation of the individualdirectors Board and its Committees which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulationsthe Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of the

Committees of the Board. The Board performance was evaluated based on inputs receivedfrom all the Directors after considering criteria such as Board composition and structureeffectiveness of Board / Committee processes and information provided to the Board etc.A separate meeting of the Independent Directors was also held during the financial yearfor the evaluation of the performance of non-independent Directors performance of the

Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of theindividual directors based on their knowledge level of preparation and effectiveparticipation in meetings understanding of their roles as directors etc.

Policy on appointment and remuneration for Directors Key Managerial Personnel andSenior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy forselection appointment and remuneration of

Directors Key Managerial Personnel and Senior Management

Employees. The Committee has formulated the criteria for determining qualificationspositive attributes and independence of a Director which has been put up on the Company'swebsite http://www.rnaval.co.in/web/rnaval/corporate-governance and also is attached asAnnexure - A.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that: i. In the preparation of the annualfinancial statements for the financial year ended March 31 2018 the applicableAccounting Standards had been followed along with proper explanation relating to materialdepartures if any; ii. The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2018and of the loss of the Company for the year ended on that date; iii. The Directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Actfor safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. The Directors hadprepared the annual financial statements for the financial year ended March 31 2018 on a‘going concern' basis; v. The Directors had laid down proper internal financialcontrols to be followed by the Company and such financial controls are adequate and areoperating effectively; and vi. The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into/by the Company during thefinancial year under review with related parties were on an arm's length basis and in theordinary course of business.

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

During the year the Company had not entered in to any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval.Prior omnibus approval of the Audit

Committee was obtained for the transactions which were of a repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted were reviewed andstatements giving details of all related party transactions were placed before the AuditCommittee and the Board of Directors on a quarterly basis. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website at the link:http://www.rnaval.co.in/web/rnaval/corporate-governance. Your Directors draw attention ofthe members to Note No. 39 to the Standalone Financial Statements which sets out Related

Party Disclosures pursuant to Ind AS.

Material Changes and Commitments if any affecting the financial position of theCompany

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of theirreport.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe financial year six Board Meetings were held details of which are given in theCorporate Governance Report forming part of this Annual Report.

Audit Committee

Audit Committee has been re-constituted by the Board of

Directors at their Meeting held on April 10 2017 and vide Circular Resolution datedSeptember 29 2017. As on March 31 2018 the committee consists of Independent Directorsnamely Shri K. Ravikumar as Chairman Shri Rana Ranjit Rai and

Ms Ryna Karani and Non-Independent Director Cmde. Kartik Sumbramaniam (Retd.) asmembers. During the year all the recommendations made by the Audit Committee wereaccepted by the Board.

During the year Vice Admiral (Retd.) H S Malhi ceased to be members of the committeewith effect from April 11 2017 being the date of his resignation. Subsequently Cmde(Retd.) Kartik Subramaniam was appointed as a member of the Committee with effect fromApril 11 2017.

Shri Ajai Vikram Singh and Shri Rajendra Chitale both ceased to be members of thecommittee with effect from September 29 2017 being the date of their resignation.Subsequently Shri

K. Ravikumar and Shri Rana Ranjit Rai Independent Directors were inducted as membersof the Committee with effect from September 29 2017.

Cmde (Retd.) Kartik Subramaniam has ceased to be member of the committee with effectfrom the closure of business hours on March 31 2018 due to his superannuation from theCompany.

The Board has appointed Shri Debashis Bir as a member of the

Committee with effect from April 1 2018.

Auditors and Auditor's Report

M/s. Pathak H.D. & Associates Chartered Accountants were appointed as Auditors ofthe Company for a term of 5 (five) consecutive years at the Annual General Meeting of theCompany held on September 30 2015. The Company has received confirmation from M/s. PathakH.D. & Associates

Chartered Accountants that they are not disqualified from continuing as Auditors of theCompany.

The observations and comments given by the Auditors in their report read together withnotes on financial statements are self-explanatory and hence do not call for any furthercomments under Section 134 of the Act.

Secretarial Standards

During the year under review the Company has complied with the applicable SecretarialStandards issued by The Institute of Companies Secretaries of India.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 the Board of Directors has appointed M/s. Ashita Kaul &Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany. There is no qualification reservation or adverse remark made by the SecretarialAuditor in the Secretarial Audit Report. The Audit Report of the Secretarial Auditors forthe financial year ended

March 31 2018 is attached as Annexure - B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - Cand may be accessed on the Company's website at the link: http://www.rnaval.co.in/web/rnaval/corporate-governance

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said Rules are provided in theAnnexure which forms part of this Report.

Disclosures relating to the remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 as amended are also forms part of this Report.

However having regard to the provisions of first proviso to

Section 136(1) of the Act the Annual Report excluding the aforesaid information isbeing sent to all the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company on allworking days except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of theMeeting. Any member interested in obtaining the same may write to the Company Secretaryand the same will be furnished on request.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The particulars as required to be disclosed in terms of Section 134(3)(m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure- D formingpart of this Report.

Corporate Governance

The Company has adopted ‘Reliance Group Corporate Governance Policies and Code ofConduct' which sets out the systems processes and policies confirming to theinternational standards. The report on Corporate Governance as stipulated under Regulation34(3) read with para C of Schedule V of the Listing Regulations is presented in a separatesection forming part of this Annual Report.

A certificate from the auditors of the Company M/s. Pathak H. D. & AssociatesChartered Accountants conforming compliance to the conditions of Corporate Governance asstipulated under

Para E of Schedule V of the Listing Regulations is enclosed to this Report.

a) The disclosures required under Schedule V of the Act as applicable to Shri DebashisBir as a Whole-time Director and Chief Executive Officer are given below:

(i) Remuneration comprises of salary allowances and other perquisites - Rs 71.50 Lakhsper annum and

Performance Linked Incentives of Rs 3.90 Lakhs. (ii) Details of fixed component andperformance linked incentives along with the performance criteria - Annual increment /performance linked incentive as may be decided by the Board of Directors pursuant torecommendation of the Nomination and Remuneration Committee based on his performance andthe performance of the Company and as per the Company Policy.

(iii) Service contracts notice period severance fees -

Notice Period- three months Severance fees- Nil.

(iv) Stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable – Not Applicable.b) The disclosures required under Schedule V of the Act as applicable to Cmde (Retd.)Kartik Subramaniam as a

Whole-time Director and CEO are given below:

(i) Remuneration comprises of salary allowances and other perquisites - Rs 77.84 Lakhsper annum. (ii) Details of fixed component and performance linked incentives along withthe performance criteria - Annual increment / performance linked incentive as may bedecided by the Board of Directors pursuant to recommendation of the Nomination andRemuneration Committee based on his performance and the performance of the Company and asper the Company Policy.

(iii) Service contracts notice period severance fees -

Notice Period- three months Severance fees- Nil.

(iv) Stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable – Not Applicable.

Whistle Blower Policy (Vigil Mechanism)

In accordance with Section 177 of the Act and Listing Regulations the Company hasformulated a Vigil Mechanism which also incorporated Whistle Blower Policy of the Companyto address the genuine concerns if any of the directors and employees. The details ofthe same have been stated in the Report on Corporate Governance and the policy can also beaccessed on the Company's website at the link: http://www.rnaval.co.in/web/rnaval/corporate-governance

Risk Management

The Company continues to have a Risk Management Committee consisting of majority ofindependent directors however the mandatory provisions of listing regulations are notapplicable to the Company. The details of the Committee and its terms of reference etc.are set out in the Corporate Governance Report forming part of this Report.

The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhances Company's competitive advantage.The business risk framework defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The framework has different riskmodels which help in identifying risk trend exposure and potential impact analysis at aCompany level as also separately for business segment. The risks are assessed for eachproject and mitigation measures are initiated both at the project as well as the corporatelevel. More details on Risk

Management indicating development and implementation of Risk Management policyincluding identification of elements of risk and their mitigation are covered inManagement Discussion and Analysis section which forms part of this Report.

Compliance with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company is committed to uphold and maintain the dignity of women employees and ithas in place a policy which provides for protection against sexual harassment of women atwork place and for prevention and redressal of such complaints. During the year underreview no such complaints were received. The Company has also constituted an InternalCompliance

Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee incompliance with the provisions of Section 135 of the Act read with the Companies(Corporate Social

Responsibility Policy) Rules 2014. The Corporate Social

Responsibility Committee has formulated a Corporate Social

Responsibility Policy (‘CSR policy') indicating the activities to be undertaken bythe Company. The CSR policy may be accessed on the Company's website at the link:http://www.rnaval.co.in/ web/rnaval/corporate-governance

As on March 31 2018 the CSR Committee of the Board consists of Shri Rahul Sarin asChairman Ms. C R Gayathri Ms. Ryna Karani and Cmde (Retd.) Kartik SubramaniamDirectors as members.

During the year Vice Admiral (Retd.) H S Malhi ceased to be member of the committeewith effect from the closure of business hours on April 11 2017 due to his superannuationfrom the Company. Subsequently Cmde (Retd.) Kartik Subramaniam was appointed as a memberof the Committee with effect from April 11 2017.

Cmde. (Retd.) Kartik Subramaniam ceased to be member of the committee with effect fromthe closure of business hours on March 31 2018 due to his superannuation from theCompany.

The Board has appointed Shri Debashis Bir as a member of the

Committee with effect from April 1 2018. Shri Rahul Sarin ceased to be member of thecommittee w.e.f. August 10 2018. The disclosure with respect to Corporate SocialResponsibility activities forming part of this report is given as Annexure - E.

Order if any passed by the Regulators or Courts or Tribunals

No orders have been passed by the Regulators or Courts or Tribunals impacting the goingconcern status and the Company's operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls with reference tofinancial statement across the organization.

The same is subject to review periodically by the internal audit cell for itseffectiveness. During the financial year such controls were tested and no reportablematerial weaknesses in the design or operations were observed.

Business Responsibility Report

Business Responsibility Report for the year under review as stipulated under ListingRegulations is presented in a separate section forming part of this Annual Report.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders Debenture holders debenture trustee bankersfinancial institutions regulatory bodies and other business constituents during the yearunder review. Your Directors also wish to place on record their deep sense of appreciationfor the commitment displayed by all executives officers and staff resulting in thesuccessful performance of the Company during the year.

For and on behalf of the Board of Directors

Whole-time Director and CEO Director
Place : Mumbai
Date : August 27 2018