Directors Report of Laxmipati Engineering Works Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 14^th Annual Report on the business and operations of your company together with the audited standalone financial statements for the financial year (''F.Y.'') ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

(Figures in lakhs)
Particulars	2024-25*	2023-24*
Revenue from operations	5009.29	4024.94
Other Income	5.12	9.24
Total Income	5014.41	4034.18
Expenses Before Depreciation & Amortization	4425.55	3823.20
Profit/ (Loss) Before Depreciation	588.86	210.98
Less: Depreciation & Amortization	122.01	117.74
Profit/ (Loss) before Exceptional & Extraordinary items & tax	466.85	93.24
Less: Exceptional items	--	--
Profit/ (Loss) before tax	466.85	93.24
Less: Tax Expenses
- Current Tax	--	--
- Deferred Tax	(183.06)	15.72
- Income tax of earlier years	--	--
Net Profit/ (Loss) For The Year	649.91	77.52
Earnings per share (Basic)	11.30	1.35
Earnings per share (Diluted)	11.30	1.35
* Figures regrouped wherever necessary.

1. STATE OF COMPANY''S AFFAIRS:

The total income of the company during the year was Rs. 5014.41 lakhs against Rs. 4034.18 Lakhs in the previous financial year. The total expenditure during the year was Rs. 4547.56 lakhs against Rs. 3940.94 lakhs in the previous financial year. The profit before tax for the year under review recorded to Rs. 466.85 lakhs compared to Rs. 93.24 lakhs in the previous financial year and the profit after tax for the year under review recorded to Rs. 649.91 lakhs compared to Rs. 77.52 lakhs in the previous financial year.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business by the company during the period under review

3. 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 growing stage and requires funds for expansion. Your directors are unable to recommend any dividend for the year ended March 31, 2025.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5. SHARE CAPITAL:

As on 31/03/2025:

Authorized Share Capital:

60,00,000 Equity Shares of Rs. 10/- Each for Rs. 6,00,00,000/-Issued, Subscribed and Fully Paid Up:

57,52,000 Equity Shares of Rs. 10/- Each for Rs. 5,75,20,000/-

There has been no change in the equity share capital of the company during the year.

6. MATERIAL CHANGES:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

8. ACCEPTANCE OF DEPOSITS:

During the year under review, the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made thereunder.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) and 134 (5) 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, 2025, 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, 2025 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DECLARATION BY INDEPENDENT DIRECTOR:

All the independent directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations 2015. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. All the independent directors have cleared their exam "Online SelfAssessment Test" with the Indian Institute of Corporate Affairs at Manesar.

11. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on February 4, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

12. 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.

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The company does not have any subsidiary, joint venture or associate company as on March 31, 2025. A statement containing salient features of the financial statements of the company''s subsidiaries/ associate companies and joint ventures in Form AOC-1 is not applicable for financial year ended March 31, 2025.

14. ANNUAL RETURN:

Pursuant to section 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014. The Annual Return for FY 2024-25 is available on Company''s website at www.laxmipatiengineering.com.

15. 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 operations of the Company under review forms an integral part of the Annual Report and is given in Annexure I.

BOARD MEETINGS:

During the year under review, 9 (Nine) board meetings of the company were convened. The details of board meetings held during the financial year 2024-25 forms part of the Corporate Governance Report as given in Annexure II.

Board Meetings held during F.Y. 2024-25
1.	28.05.2024	4.	12.10.2024	7.	07.12.2024
2.	20.06.2024	5.	12.11.2024	8.	10.01.2025
3.	31.08.2024	6.	20.11.2024	9.	18.03.2025

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. CORPORATE GOVERNANCE:

Your company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation dully complied by the Company. Moreover, pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on the Corporate Governance is attached as an integral part of the Annual Report in Annexure II.

17. 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 is annexed in Annexure III

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review there was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

19. STATEMENT ON RISK MANAGEMENT/ DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company by way of Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risks associated with business and for accomplishing the growth plans of the company, are imperative. The common risks inter alia are risks emanating

from regulations, competition, business, technology obsolescence, investments, retention of talent, finance, politics and fidelity. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The risk management policy is placed on the company''s website and available at the web link Risk Management Policy.

During the year under review the company has developed and effectively implemented the risk management policy, a statement of which 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 IV of Directors'' Report.

20. STATUTORY AUDITORS:

The members at the 11^th Annual General Meeting of the company held on 25^th August, 2022, had appointed M/s. R P R & Co., Chartered Accountants (Firm Registration No. 131964W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the 11^th Annual General Meeting until the conclusion of the 16^th Annual General Meeting.

21. SECRETARIAL AUDITOR:

Your Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual General Meeting, appointment Mr. Ranjit Binod Kejriwal, Company Secretary in practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from April 01, 2025.

The Secretarial Audit Report for the financial year 2024-25 is annexed herewith in Annexure V. The Secretarial Auditor''s observation(s) in secretarial audit report and directors'' explanation thereto -

a. Due to typographical error, two different commencement time of board meeting has been mentioned in outcome of board meeting held on 31/08/2024 filed in PDF. The management hereby assures that they will be more vigilant and aware that the such typographical errors does not happen.

b. In shareholding pattern filed for 30.09.2024, name of M/s. Siddhi Vinayak Polyfab Private Limited has been disclosed in two different categories:

1. Under "promoter group" category with NIL shares.

2. Under "public category" with 57,000 shares of our company.

The management hereby clarifies that M/s Siddhi Vinayak Polyfab Private Limited was a transferee company in a merger and a part of the promoter group of the company. Due to a merger, the shares held by the transferor companies were transferred to the Siddhi Vinayak Polyfab Private Limited at a later date. The demat account of transferor company was not categorized in the promoter category, hence, the shares were not reported under the promoter category. Upon identification, the company has rectified the mistake.

c. Below mentioned forms has been filed with ROC after due date with additional fees.

Sr. No.	Forms	Purpose of form	SRN	Due Date of filing	Date of filing
1.	MGT-14	To borrow money	AA9424306	19/07/2024	25/07/2024
2.	MGT-14	Appointment of KMP	AB2350894	10/11/2024	07/01/2025
3.	DIR-12	Completion of tenure of independent director	AB1868833	27/10/2024	21/11/2024

The management hereby informs that they are developing strong systems for ensure timely compliances.

22. INTERNAL AUDITOR:

M/s. R Kejriwal & Co, Chartered Accountants, (Firm Registration No. 133558W) were appointed as internal auditor by the board of directors of the company, for the term of five years from financial year 2024-25 to 202829 in the board meeting held on May 28, 2024. The internal auditor report, their findings on the internal audit of the company shall be presented to the audit committee on an annual basis. The scope of internal audit is approved by the audit committee.

23. 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.

24. MAINTENANCE OF COST RECORDS:

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The company has in place a robust process for approval of related party transactions and on dealing with related parties. The material related party transactions approved by the members of the company are also reviewed/ monitored on quarterly basis by the audit committee of the company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

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. The Policy on Related Party Transactions is uploaded on the website of the company and available at the web link Related Party Transaction Policy.

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 AOC-2 in Annexure VI.

26. 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 and foreign exchange earnings and outgo in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VII.

27. CEO / CFO CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificate received from CFO is form an Integral Part of this Annual Report given in Annexure VIII.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

29. 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") based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board / Committee was evaluated after seeking inputs from all the directors/ Committee members on the basis of the defined criteria including composition and structure, effectiveness of meetings, information and functioning, 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 relevant knowledge, expertise, experience, devotion of time and attention to company''s long term strategic issues and understanding of their duties, roles and functions. In addition, the chairman was also evaluated on the key aspects of his role.

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.

30. 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. Manojkumar G Sarawagi (DIN:00005447), Executive Director, will retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. The details of the aforesaid director, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.

Company''s policy on appointment and remuneration of directors and Key Managerial Personnel is available at the web link Policy on appointment and remuneration of directors and Key Managerial Personnel .

Mr. Amitkumar Vijaykumarji Khemani (DIN: 02227413) is proposed to be regularized as an Independent Director in 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.

The List of Board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2024-25 is as follow:

Sr. No.	Name of Director/ KMP	Category & Designation	Date of Appointment	Date of Resignation	Date of Change in Designation
1.	Mr. Sanjaykumar Govindprasad Sarawagi	Executive Director & Chairman	07.02.2012	-	-
2.	Mr. Manojkumar G Sarawagi	Executive Director	07.02.2012	-	-
3.	Mr. Rakesh Govindprasad Sarawagi	Executive Director	07.02.2012	-	-
4.	Mrs. Pratibha Pankaj Gulgulia	Non-Executive Independent Director	24.07.2015
5.	Ms. Sheetal Ashok Tayal	Non-Executive Independent Director	21.07.2022
6.	Mr. Ashok Keshavdev Varshney	Non-Executive Independent Director	10.01.2025		12.02.2025
7.	Mr. Amit Khandelwal	Manager	24.07.2015	-	-
8.	Mr. Mustufa M Haji	Chief Financial Officer	30.09.2014	-	-
9.	Ms. Darshana Hareshbhai Gorasiya	Company Secretary	10.01.2025	-	-
10.	Mrs. Ruchita Amit Mittal	Non-Executive Independent Director	29.09.2014	28.09.2024 (Completion of Tenure)
11.	Mr. Krishna Papaiah Mekala	Non-Executive Independent Director	31.08.2024	18.03.2025	28.09.2024
12.	Mr. Gaurav Rajesh Jhunjhunwala	Company Secretary	12.11.2022	31.08.2024	-
13.	Ms. Divya Dilip Patil	Company Secretary	12.10.2024	30.11.2024	-
*Appointment of Mr. Amitkumar Vijaykumarji Khemani has been made after the completion of financial year 2024-25 on June 20, 2025

The following changes took place in the composition of the Board of Directors during the Financial Year 202425:

â¢ Mr. Krishna Papaiah Mekala was appointed as an Additional Independent Director of the Company w.e.f. August 31, 2024 and further regularized as an Independent Director on September 28, 2024.

â¢ Mr. Gaurav Rajesh Jhunjhunwala, has resigned from the position of Company Secretary and Compliance Officer w.e.f. August 31, 2024.

â¢ Mrs. Ruchita Amit Mittal ceases to be an Independent Director of the company due to completion of tenure w.e.f. September 28, 2024.

â¢ Ms. Divya Dilip Patil was appointed as the Company Secretary and Compliance Officer of the company w.e.f. October 12, 2024 and resigned w.e.f. November 30, 2024.

â¢ Mr. Ashok Keshavdev Varshney was appointed as an Additional Independent Director of the company w.e.f. January 10, 2025 and further regularized as an Independent Director on February 12, 2025.

â¢ Ms. Darshana Hareshbhai Gorasiya was appointed as the Company Secretary and Compliance Officer of the company w.e.f. January 10, 2025.

â¢ Mr. Krishna Papaiah Mekala resigned as an Independent Director of the company w.e.f. March 18, 2025.

31. COMPOSITION OF BOARD AND ITS COMMITTEE:

The details of the composition of the Board and its Committees thereof along with the changes in their composition during the year is given in Annexure-II in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at web link Composition of Board & Composition of Committees.

32. 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.

33. 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''s Report. The detailed report forms part of Independent Auditors Report.

34. 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 of unethical behaviour, 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 and also provides for direct access to the Chairman of the Audit Committee.

The policy of Vigil Mechanism/Whistle Blower Policy is available on the Company''s website at weblink Vigil Mechanism/Whistle Blower Policy.

35. STATUTORY INFORMATION:

The company is engaged into the defence and heavy engineering and allied business and is the member of BSE SME Platform. Apart from this business, the company is not engaged in any other business/activities.

36. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

37. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

38. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

A certificate received from M/s R P R & Co., Statutory Auditors of the company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - IX

39. CODE OF CONDUCT:

Board of Directors has formulated and adopted Code of Conduct for Board Members and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Chairman as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached as Annexure - X.

Code of Conduct for Board Members and Senior Management Personnel is available on the Company''s website at weblink Code of Conduct for Board Members and Senior Management Personnel .

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure - XI.

41. 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.

42. INSURANCE:

All the properties and the insurable interest of the company including building 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.

43. LISTING OF SHARES AND LISTING FEES:

The equity shares of your company are listed on the SME platform of Bombay Stock Exchange. The company has paid annual listing fees to the stock exchange for the financial year 2024-25.

44. PREVENTION OF INSIDER TRADING:

The company has adopted a Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders and Code of practices and procedures for fair disclosure of unpublished price sensitive information with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the company''s shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the Code.

The company has a Prohibition of Insider Trading Policy and the same available on the Company''s website at web link Insider Trading Policy.

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

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

The Internal Complaints Committee (ICC) has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Half of the total members of the ICC are women. The role of the ICC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

Moreover, during the year under review, the company has timely filed POSH Annual Report to the designated authorities, the company did not receive any complaints on sexual harassment during the year 2024-25 and hence no complaints remain pending as of March 31, 2025.

The company has an effective Anti-Sexual Harassment Policy and the same available on the company''s website at web link Anti-Sexual Harassment Policy.

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is not applicable to the company during the financial year under review.

48. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 14^th Annual General Meeting of the Company will be sent to all the Members whose e-mail addresses are registered with the Company/Depository Participant(s). Further, in compliance with the MCA Circulars and SEBI Circular notice of the AGM along with the Annual Report for F.Y. 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for the F.Y. 2024-25 will also be available on the websites of the Stock Exchange i.e. Bombay Stock Exchange at www.bseindia.com and on Company''s Website at www.laxmipatiengineering.com.

49. 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.

50. 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.

Mar 31, 2024

Your Directors take pleasure in presenting the 13 Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31^st March 2024.

1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ended 31^st March 2024, your company has recorded a total revenue of Rs. 4031.79 lakhs against Rs. 1526.55 lakhs in the previous year, representing increase of 164.11%. During the year, the company has incurred profit of Rs. 77.52 lakhs as compared to loss of Rs. 472.55 lakhs in the previous year. Financial performance of the Company for Financial Year 2023-24 is summarized below:

Particulars	2023-24*	2022-23*
Total Revenues	4031.79	1526.55
Expenses Before Depreciation & Amortization	3816.02	1860.42
Profit/ (Loss) Before Depreciation	215.77	(333.87)
Less: Depreciation & Amortization	117.74	110.04
Profit/ (Loss) before Exceptional & Extraordinary items & tax	98.03	(443.91)
Less: Exceptional items	--	--
Profit/ (Loss) before tax	98.03	(443.91)
Less: Tax Expenses
- Current Tax	--	--
- Deferred Tax	15.72	28.64
- Income tax of earlier years	4.79	--
Net Profit/ (Loss) For The Year	77.52	(472.55)
Amount Transferred to Reserves (if any)	--	--

* Figures regrouped wherever necessary.

2. 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 growing stage and requires funds for expansion. Your Directors are unable to recommend any dividend for the year ended 31^st March, 2024.

3. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

4. SHARE CAPITAL:

As on 31/03/2024:

Authorized Share Capital:

60,00,000 Equity Shares of Rs. 10/- Each for Rs. 6,00,00,000/-Issued, Subscribed and Fully Paid Up:

57,52,000 Equity Shares of Rs. 10/- Each for Rs. 5,75,20,000/-

There has been no change in the Equity Share Capital of the Company during the year.

5. MATERIAL CHANGES:

6. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) and 134 (5) 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, 2024, 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, 2024 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. 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 and Regulation 16 of the Listing Regulations 2015. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. All the independent directors have cleared their exam "Online Self-Assessment Test" with the Indian Institute of Corporate Affairs at Manesar.

9. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 12^thFebruary, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

10. 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.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

12. EXTRACT OF ANNUAL RETURN:

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2023-24 is available on Company''s website at https://www.laxmipatiengineering.com.

13. 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 I.

14. 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 detailed composition along with their attendance forms the part of Corporate Governance Report as given in Annexure II.

The following Meetings of the Board of Directors were held during the Financial Year 2073-74_:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	23-05-2023	6	6
2	17-08-2023	6	6
3	03-10-2023	6	6
4	19-10-2023	6	6
5	07-11-2023	6	6
6	12-02-2024	6	6

15. CORPORATE GOVERNANCE:

Your company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation dully complied by the Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company gives the Corporate Governance Report in its Annual Report. Corporate Governance Report is as per Annexure II.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

18. 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 IV.

19. STATUTORY AUDITORS:

20. SECRETARIAL AUDITOR:

Your Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the term of 5 (Five) Years from the financial year 2024-25 to 2028-29.

The Secretarial Audit Report for the financial year 2023-24 is annexed herewith in Annexure V. The Secretarial Auditor''s report is self-explanatory and as such they do not call for further explanations.

21. INTERNAL AUDITOR:

M/s. V.M. Patel & Associates, Cost Accountants were appointed as Internal auditor by the Board of Directors of the Company, based on the recommendation of the Audit Committee, for five years from financial year 2019-20 to 2023-24 in the board meeting held on 27^th May, 2019. The Internal Auditor reports their findings on the internal audit of the company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

Further the Board has appointed M/s R. Kejriwal & Co., Chartered Accountants, Surat (Firm Registration No. 133558W) as an Internal Auditor for five years from financial year 2024-25 to 2028-29 in place of M/s V.M. Patel & Associates due to completion of its tenure.

22. 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.

23. MAINTENANCE OF COST RECORDS:

24. 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. The Policy on Related Party Transactions is uploaded on the website of the company at https://www.laxmipatiengineering.com/storage/app/media/11.%20Related%20Party%20transaction.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 AOC-2 in Annexure VI.

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

26. CEO / CFO CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CFO is attached herewith as per Annexure VIII.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

28. 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.

Details of money received from Directors

Sr. No.	Name of Directors	Loan Received during the year (in Lakhs)	O/s amount as on year end (in Lakhs)
1	Mr. Rakeshkumar Govindprasad Sarawagi	92.00	NIL

29. BOARD EVALUATION:

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.

30. 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 Govindprasad Sarawagi (DIN: 00005468), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available in the web link https://www.laxmipatiengineering.com/storage/app/media/Nomination%20and%20Remuneration%20Policy. pdf.

Mr. Amit Khandelwal, Manager of the company is proposed to be re-appointed and Mr. Krishna Papaiah Mekala (DIN: 01685738) is proposed to be regularized as an Independent Director in 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.

The List of board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2023-24 is as follow:

Name of Director/KMP	Category & Designation	Date of Appointment	Date of Resignation	Date of Change in Designation during the Year
Mr. Sanjaykumar Govindprasad Sarawagi	Executive Director & Chairman	07/02/2012	--	--
Mr. Manojkumar G Sarawagi	Executive Director	07/02/2012	--	--
Mr. Rakeshkumar Govindprasad Sarawagi	Executive Director	07/02/2012	--	--
Mrs. Ruchita Amit Mittal	Non-Executive Independent Director	29/09/2014	28/09/2024 (Completion of Tenure)
Mrs. Pratibha Pankaj Gulgulia	Non-Executive Independent Director	24/07/2015	--	--
Mrs. Sheetal Ashok Tayal	Non-Executive Independent Director	21/07/2022	--	--
Mr. Amit Khandelwal	Manager	24/07/2015	--	--
Mr. Gaurav Rajesh Jhunjhunwala	Company Secretary	12/11/2022	31/08/2024	--
Mr. Mustufa M Haji	Chief Financial Officer	30/09/2014	--	--

*Appointment of Mr. Krishna Papaiah Mekala have been made after the completion of financial year 2023-24; on 31^st August, 2024.

31. COMPOSITION OF BOARD AND ITS COMMITTEE:

The details of the composition of the Board and its Committees thereof and detail of the changes in their composition if any is given in Annexure II in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at below mentioned links respectively: https://www.laxmipatiengineering.com/board-of-directors & https://www.laxmipatiengineering.com/boards-committees

32. INTERNAL FINANCIAL CONTROL SYSTEM:

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.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

34. 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 of 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 and also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company''s website.

The weblink of the policy is as mentioned below:

https://www.laxmipatiengineering.com/storage/app/media/14.%20Vigil%20Mechanism%20Whistle%20Blow

er.pdf

35. STATUTORY INFORMATION:

36. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

37. FRAUD REPORTING:

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

38. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

A certificate received from M/s R P R & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - IX.

39. CODE OF CONDUCT:

Board of Directors has formulated and adopted Code of Conduct for Board Members and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Executive Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by

the Board and the same is attached herewith as Annexure - X.

Code of Conduct for Board Members and Senior Management Personnel is available on below link: https://www.laxmipatiengineering.eom/storage/app/media/3.%20Code%20of%20Conduct.pdf

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

41. RESEARCH & DEVELOPMENT:

42. INSURANCE:

43. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code Of Internal Procedures And Conduct For Regulating, Monitoring And Reporting Of Trading By Insiders And Code Of Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at:

https://www.laxmipatiengineering.com/storage/app/media/7.%20Insider%20Trading%20Policy.pdf

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

The Company did not receive any complaints on sexual harassment during the year 2023-24 and hence no complaints remain pending as of 31^st March, 2024.

The Company has a Policy for Anti-Sexual Harassment and the same has been posted on the website at below link: https://www.laxmipatiengineering.eom/storage/app/media/9.%20Policy%20for%20Anti%20Sexual%20harass

ment.pdf

45. OTHER DISCLOSURES

There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

46. APPRECIATION:

47. 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

Sd/-

Sanjaykumar Govindprasad Sarawagi

Place: Surat Chairman

Date:31/08/2024 DIN: 00005468

Mar 31, 2018

The Directors take pleasure in presenting the 7^th 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	â	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 31^st 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: [email protected], 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;

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:

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 7^th Annual General Meeting until the conclusion of the 12^th 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 23^rt 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

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	â

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

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.

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

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

ACKNOWLEDGEMENT

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)

Mar 31, 2016

TO THE MEMBERS,

The Directors take pleasure in presenting fifth Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 3fct M arch.

FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the year, your Company has recorded a total income of 5277,70258/- against Rs.2''96,8(,9(4/- in the previous year, a decrease of 6.44% Net Profit before Taxation for the financial year ended March 31,6 decreased to Rs. 43,59,24/- against Rs. 78,86,589/- in the preceding year, representing fall of 44.72%. Consequently, the Profit after Tax amounted to 129 ^ny- against Rs. 58, 000 /-in the preceding year, representing a fall of 48.3 8%.

Financial performance of the Company for Financial Y2015-16 is summarized below

(Figure in rupees)

Particulars

2015-16*

2014-15*

Sales and Other Income

Profit before Interest, Depreciation &T

Less: Interest (Net)

Profit before Depreciation

Tax Less: Depreciation

Profit before Tax

Less: Provisions for Taxation

Net Profit after Tax

Balance brought forward from previous ye

Profit available for appropriation

Appropriations

Transfer to General Reserve

Proposed Dividend-Equity share;- -

Corporate Dividend Tax - -

Balance carried to Balance Sheet

2,77,70258

66,37,365

9,81,546

56, 58,335

2 99,21

43,59,24

3,65,094

29,94,20

68,52,563

98.46.683

2,96,80904

1,0,27,9 3

4 3,68,846

9259,088

3,72499

78,86,589

2085,802

58,00,787

051776

68.52563

* Figures regrouped wherever necessity

DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend this time the company is not declaring dividends as the company is at infant stage of shipping industry and request funds for expansion. Your Directors are unable to recommend any dividend for the year ende^d133. march, 2016.

UNCLAIMED DIVIDEND:

T her e is no balance lying in unpaid equity dividend account.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31st 2015 was Rs. 5.75 Crores. There has been no change in the Equity Share Capital of the Company during the year.

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 20B,read with Companies (Acceptance of Deposits) Rules, 2011.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form N o. MGT -9 shall form part of the Boards repayments

CORPORATE GOVERNANCE

As per the Regulation 27of SEBI (Listing Obligations And Disclosure Requirements),Regulations 2015the 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 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 enable 1 of Annexure II.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was appointment of Mrs. Pratibha Pankaj Gulgulia (DIN : 07EBB),Non- Executive Independent Director and Mr. Amit Khandelwal (Manager) in the Fourth Annual General meeting of the Company which was held on 24.07.2015.

There was change in Management by the resignation of Mr. Guruuraj Kaujalgi (DIN : 057594CS),Non-Executive Independent Director of the Company as on S August, 2015.

In accordance with Section 152(6) of the Companies Act, 20B read with the Articles of Association of the Company, M r. M anojkumar Govind prasad Sarawagi (DIN : C00G5447), 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 Director stone of the Directors are disqualified from appointment under Section 154of the Companies Act,2013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 34 (3) (c) of the Companies Act, 203 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 3 12015, 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 3 \ 206 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, 203, 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 âbasis; 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 a stipulated in section 49(6) of the Companies Act, 203.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 20 5 (SEBI Listing Regulations)â.

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 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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 97( 2) of the Companies Act, 203 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 204. The Disclosures pertaining to remuneration as required under section 97( 2) of the companies actâ203 read with rules 5 ( .) of the companies (appointment and remuneration of managerial personnel) Amendment rules, 206 are annexed in Annexure IV.

INTERNAL FINANCIAL CONTROL SYSTEM

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, 204-requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the boardâs 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 Companyâs 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 Companyâs website. The web link is http//www.sivishippmg.com/oesouoce/Vigil Mechanism Policy.pdf

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 34(3) (n) of Companies Act, 203; has been annexed in Annexure V.

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.

STATUTORY AUDITORS

M/s. R. Kejriwal &Co., Chartered Accountants (having Firm Registration N o 3 3 558W) are Statutory Auditors of the Company, who were appointed in AGM held on 29.09.204-holds office until the conclusion of the 7th Annual General Meeting needs ratification by members of the company for financial year 206- 17. 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 39 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section Site Companies Act 203.

SECRETARIAL AUDITOR

The Board had appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015- 16. The Secretarial Audit Report is annexed herewith Annexure VI and does not contain any qualification, reservation or adverse remark.

COMMENTS ON AUDITORâS 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

During the year under review the Company had not entered into any contract/ arrangement/transaction with relate 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 .pY our Directors draw attention of the members toNote:22to 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 .86(4) of Companies Act, 203. 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 Compa .y

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 34(3) (m) of the Companies Act, 203 read with the rule 8 of Companies (Accounts) Rules, 204- are annexed herewith in Annexure VII.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 204-are not applicable to the Company.

APPRECIATION

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies another 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: 11^th July, 2016 Sd/-

Sanjay Kumar Sarawagi

Executive Director & Chairman

(DIN: 00X5468)

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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