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Directors Report of Siddhi Vinayak Shipping Corporation Ltd.

Mar 31, 2015

Dear MEMBERS,

The Directors take pleasure in presenting the Fourth Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2015.

FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the year, your Company has recorded a total income of Rs. 2,96,80,904/- against Rs. 2,00,04,371/- in the previous year, an increase of 48.37% Net Profit before Taxation for the financial year ended March 31, 2015 increased to Rs. 78,86,589/- against Rs. 13,82,812/- in the preceding year, representing a rise of 470.33%. Consequently, the Profit after Tax amounted to Rs. 58, 00,787/- against Rs. 7, 75,522/- in the preceding year, representing a rise of 647.98%.

Financial performance of the Company for Financial Year 2014-15 is summarized below:

(Figure in rupees)

Particulars 2014-15* 2013-14*

Sales and Other Income 2,96,80,904 2,00,04,371

Profit before Interest, Depreciation & Tax 1,06,27,934 36,15,415

Less: Interest (Net) 13,98,290

Profit before Depreciation & Tax 92,59,088 22,17,125

Less: Depreciation 13,72,499 8,34,313

Profit before Tax 78,86,589 13,82,812

Less: Provisions for Taxation 20,85,802 6,07,290

Net Profit after Tax 58,00,787 7,75,521

Balance brought forward from previous year 10,51,776 2,76,255

Profit available for appropriations 68,52,563 10,51,776

Appropriations -- -- Transfer to General Reserve -- -- Proposed Dividend- Equity shares - - -- -- Corporate Dividend Tax - - -- -- Balance carried to Balance Sheet _ 68,52,563 10,51,776

* 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 is at infant stage of shipping industry and require funds for expansion. Your Directors are unable to recommend any dividend for the year ended 31st March, 2015.

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

TRANSFER TO RESERVES:

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

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

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.

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.

CORPORATE GOVERNANCE

As per clause 52 of the Listing Agreement with the Stock Exchange, 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.

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, 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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was appointment of Mrs. Ruchita Amit Mittal (Independent Woman Director) and Mr. Mustafa Moiz Haji (Chief Financial Officer) and Mr. Rakesh Kumar Singh (Manager) in the Third Annual General meeting of the Company which was held on 29.09.2014.

There was change in Management by the resignation of Mr. Binod Mahavir Kejriwal (Non Executive Independent Director and Mr. Rakesh Kumar Singh (Manager) of the Company as on 08th October, 2014 and 9th February, 2015 respectively.

In accordance with Section 149(1), 152(5) and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof Mrs. Pratibha Gulgulia (DIN: 07121815) shall be appointed as Independent Women Director for the term of 5 years, not liable to retire by rotation after being approved by members at the ensuing general meeting.

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: 00005665), Executive Director, retire by rotation and is being eligible offer himself for re-appointment at the ensuing 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.

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, 2015, 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, 2015 and of the Profit 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.

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) rules, 2014 forms part of Directors Report, is given in Annexure IV.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation were observed.

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.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year, your Directors have constituted a Whistle Blower Policy /Vigil mechanism policy for the company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct of the company as per the provisions of Section 177 (9) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure V.

RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a risk management policy for the company 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. The detailed policy forms part of the annual report, is given in Annexure VI.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year the company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. The detailed policy forms part of the annual report, is given in Annexure VII.

STATUTORY INFORMATION

The Company being basically into the Shipping business and is the member of BSE SME Platform. Apart from shipping business, the Company is not engaged in any other business/activities.

STATUTORY AUDITORS

M/s. R. Kejriwal & Co., Chartered Accountants (having Firm Registration No 133558W) as Statutory Auditors of the Company, who were appointed in last AGM and holds office until the conclusion of the 7th Annual General Meeting needs ratification by members of the company for financial year 2015-16. The Company has received letter from M/s R. Kejriwal & Co., Chartered Accountants, to the effect that their ratification of appointment, 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 141 of the Companies Act 2013.

SECRETARIAL AUDITOR

The Board has appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report is annexed herewith in Annexure VIII and does not contain any qualification, reservation or adverse remark.

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.

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 any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note: 23 to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

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.

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 not significant in relation to the nature size of operations of your Company.

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

In view of the nature of activities carried on by the Company, 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, 2014 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation.

The requirement for disclosure with regard to technology absorption does not apply to the Company as the activity in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of Rs. NIL and incurred the Foreign Exchange outgo of Rs. NIL.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

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 all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors

Place: Surat Date: 22nd June, 2015

Manoj Kumar Sarawagi Executive Director & Chairman (DIN: 00005447)


Mar 31, 2014

TO THE MEMBERS,

The Directors take pleasure in presenting the Third Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2014.

FINANCIAL PERFORMANCE:

During the year, your Company has recorded a total income of Rs. 2,00,04,371 against Rs. 1,19,47,485 in the previous year, an increase of 67.44%. Net Profit before Taxation for the financial year ended March 31, 2014 increased to Rs. 13,82,812 against Rs. 8,10,323 in the preceeding year, representing a rise of 70.65%. Consequently, the Profit after Tax amounted to Rs. 7,75,521 against Rs. 2,86,255 in the preceding year, representing a rise of 170.92%.

However the previous year figures represent only 9.5 months, as the commercial activity of the company starts from 16th Day of June, 2012.

Financial performance of the Company for Financial Year 2013-14 is summarized below:

Particulars 2013-14 2012-13

Sales and Other Income 20004371 11947485

Profit before Interest, Depreciation & Tax 3615415 1219827

Less: Interest (Net) 1398290 32191

Profit before Depreciation & Tax 2217125 1187636

Less: Depreciation 834313 377313

Profit before Tax 1382812 810323

Less: Provisions for Taxation 607290 524068

Net Profit after Tax 775521 286255

Balance brought forward from previous year 276255 10000

Profit available for appropriations 1051776 276255

Appropriations -- --

Transfer to General Reserve -- --

Proposed Dividend - Equity shares -- --

Corporate Dividend Tax -- --

Balance carried to Balance Sheet 1051776 276255

* Figures regrouped wherever necessary.

** The figures of 2012-13 do not represent figures of the full year as the Company has undertaken it commercial activity from 16th June, 2012 to 31st March, 2013 (for 9.5 months only).

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 is at infant stage of shipping industry and require funds for expansion. Your Directors are unable to recommend any dividend for the year ended 31 March, 2014.

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

TRANSFER TO RESERVES:

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

LISTING ON SME PLATFORM OF BSE LIMITED:

Yours Directors are pleased to inform you that your Company has became the Fiftieth Company in India to get listed its securities on the SME Platform of the BSE Limited on 06 March, 2014 and the Company has paid Listing Fees to the Exchange for the year 2013-14.

INITIAL PUBLIC OFFERING:

Post Completion of initial public offer (IPO) of shares, your Company has fully spent / utilized the proceeds of the funds raised under IPO as per the objects of the issue.

EXTRACT OF ANNUAL RETURN:

As per the annexure ''A''

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

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 annexure ''B''

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, 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.

MANAGEMENT

There was change in Management by the resignation of Mr. Narendra Kumar Singh, additional director of the Company as on 24 September, 2013.

PUBLIC DEPOSIT

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

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.

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS

In accordance with Section 149(1), 152(5) and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof Mrs. Ruchita Mittal shall be appointed as Independent Women Director for the term of 5years, not liable to retire by rotation after being approved by members at the ensuing general meeting.

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Rakeshkumar Govind Prasad Sarawagi (DIN: 00005665), Executive Director, retire by rotation and is being eligible offer himself for re-appointment at the ensuing 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.

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, 2014, 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, 2014 and of the Profit 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, 1956, 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.

STATUTORY INFORMATION

The Company being basically into the Shipping business and is the member of BSE SME Platform. Apart from shipping business, the Company has not engaged in any other business/activities.

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 not significant in relation to the nature size of operations of your Company.

STATUTORY AUDITORS

M/s. R. Kejriwal & Co., Chartered Accountants (having Firm Registration No 133558W) as Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received letter from M/s R. Kejriwal & Co., Chartered Accountants, to the effect that their appointment, 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 141 of the Companies Act 2013.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 134 of the Companies Act,2013.

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 as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

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

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation.

The requirement for disclosure with regard to technology absorption does not apply to the Company as the activity in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of Rs. NIL and incurred the Foreign Exchange outgo of Rs. NIL.

CORPORATE GOVERNANCE

As per clause 52 of the Listing Agreement with the Stock Exchange, 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.

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 all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors

Place: Surat Date: 30th August, 2014

Manoj Kumar Sarawagi Executive Director & Chairman (DIN:00005447)

 
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