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Navcom Industries Ltd.

BSE: 519200 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Navcom Industries Ltd. (NAVCOMINDS) - Director Report

Company director report

To

The Members

Navcom industries limited

The Board of Directors have pleasure in presenting before you the 25lhAnnual Report and Audited Statements of Accounts for the year ended as on 31stMarch 2016.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March 2016 are brieflygiven below:-

PARTICULARS 2015-2016 (In Rs.) 2014-2015 (In Rs.)
Sales & Other Income 38615012 33317503
Profit/Loss before Interest Depreciation & Income Tax and Extraordinary Items (247045) 54774
Less : Interest
Depreciation 74473 2676
Profit/ (Loss) for the Year before tax (321518) 52098
Less : Provision for Tax Current "fax 10000
Deferred tax (credit)/charge - -
Profit/(Loss) after Tax (321518) 42098

2. MANAGEMENT DISCUSSION AND ANALYSIS

Structure of the Company and thrust of the Business:

With the steps taken by the promoters to restart the operations of the company thecompany achieved a turnover of Rs. 386.15 Lacs for the financial year 2015-16 against Rs333.31 Lacs for the financial year 2014-15. As the company is mainly doing tradingactivity accordingly the profit margin was quite low. Moreover due to liquidity crunch thecompany is not in a position to restart its business activity in full swing.

Risks Concerns and Outlook:

The Promoters of the Company have rich experience in Oil & Food Industry and theyare looking for a proper opportunity to re-start the business activities of the company infull swing in the same line. However as the Net worth of the Company is negative theCompany is facing liquidity problems to start its business operations in full swing

Internal Control Systems and its adequacy:

At present the volume of the business of the Company is low and does not call forstringent internal controls and systems. However as the business of the Company will growthe management will ensure that proper and effective systems are in place. The Companywill strengthen the controls with the help of Professionals in the line.

Human Resource and Industrial Relations:

The Promoters of the Company have rich experience as regards Human Resource andIndustrial Relations. Once the activities of the Company are put in line and the plan forrevival of the company is finalized the management will take due care to appoint expertsin the respective fields and will ensure that manpower development is strengthened.

3. CAUTIONARY STATEMENT

Statements made in this ‘Management Discussion and Analysis Report’describing the Company’s Projections estimates expectations or predictions mayconstitute ‘forward looking statements’ within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.

4. TRANSFER TO RESERVES

Company has carried forward the Loss of the year of Rs. 321518/- to the Balance inProfit & loss Account

5. DIVIDEND

The Directors do not recommend any Dividend.

6. PUBLIC DEPOSITS

During the Financial Year 2015-16 your Company has not accepted any Deposits wuthinthe meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.

7. HOLDING COMPANIES SUNSIDIARY COMPANIES AND ASSOCIATE COMPANIES

Company does not have any Holding Companies Subsidiary Companies and AssociateCompanies.

8. EXTRACT OF ANNUAL RETURN - [CLAUSE (A) OF SECTION 134 (3)]

The Details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with Company

(Management and Administration) Rules 2014 are set out herewith as Annexure I to thisreport.

9. NUMBER OF MEETINGS OF THE BOARD: [CLAUSE (B) OF SECTION 134(3)]

During the financial year 2015-2016 Twelve (12) Board Meetings were convened and heldon 5th April 2015 30th May 2015 10th June 2015 14*August 2015 25th August 2015 5th September 2015 30* September2015 14h November 2015 1st December 2015 5thFebruary 2016 12* February 2016 and 10th March 2016.

Proper notices were given and the proceedings were properly recorded and signed in theMinutes Book as required by the Articles of Association of the Company The interveninggap between the meetings was within the period prescribed under Companies Act 2013 andRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

10. DIRECTORS’ RESPONSIBILITY STATEMENT [CLAUSE (C) OF SECTION 134(3)]

Directors’ Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Financial Statements for the year ended 31st March2016 the applicable Accounting Standards have been followed along with the properexplanation relating to material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of the Loss of the Company for the yearended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Financial Statements have been prepared on a going concern basis;

c) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and

1) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS U/S 149 (6) [CLAUSE (D) OF SECTION 134(3)]

All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the Criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

12. AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditor:

In the Annual General Meeting held on 30th September 2014 the Company hadappointed M/s. Sanjay N. Pawar & Associates Chartered Accountants having FirmRegistration No: 122769W as the Auditors of the Company Accordingly the Auditors havefurnished their Report dated 30th May 2016.

The qualifications of the Auditors and the replies given in the Notes to Accounts areself explanatory.

b) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Shekhar Ghatpande & Co. Company Secretaries having Membership No FCS:1659 CP No: 782 to conduct the Secretarial Audit of your Company. The Secretarial AuditReport is annexed herewith as Annexure - II to this Report which is qualified by theSecretarial Auditors on certain points.

c) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 [CLAUSE (G) OFSECTION 134(3)]

During the Financial year 2015-2016 Company had not provided any Loans Guarantee andInvestment under Section 186 of the Companies Act 2013 read with Companies (Meeting ofBoard and its Powers) Rules 2014.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) IN FORM AOC-2 [CLAUSE (H) OF SECTION 134(3)]

During the year under report Company did not have any contracts or arrangements withrelated parties referred to in Section 188(1). Hence the disclosure in Form AOC-2 is Nilwhich is annexed hereto as Annexure III to this Report.

15. MATERIAL CHANGES & COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THEDATE OF REPORT [CLAUSE (L) OF SECTION 134 (3)]

"No material changes took place nor were any commitments made by the Boardaffecting the financial position of the Company between the closures of this FinancialYear under Report till the date of this Report.

16. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Year under Report there are no significant/material orders passed by theRegulators or Courts or Tribunals impacting the going concern status of your Company andits operations in future.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

(ii) The steps taken by the company for utilizing alternate sources of energy:

(iii) The capital investment on energy conservation equipments:

Information required in respect of Conservation of Energy in terms of Section 217(1)(e) of the Companies Act 2013 read with the Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules 1988 is NIL.

B. Technology absorption:

Information required in respect of Technology Absorption in terms of Section 217(l)(c)of the Companies Act 2013 read with the Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules 1988 is NIL.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings : - Rs. Nil.

Foreign Exchange Outgo : - Rs. Nil

18. STATEMENT ON RISK MANAGEMENT POLICY OF THE COMPANY [CLAUSE (N) OF SECTION 134(3)]

At present the Company has not formulated any Policy for Risk Management howeverduring the course of business the Management looks after and study the Risks involved.

19. DETAILS OF CSR (CORPORATE SOCIAL RESPONSIBILITY) POLICY DEVELOPED BY THE COMPANYAND INITIATIVES TAKEN DURING THE YEAR [CLAUSE (O) OF SECTION 134(3)]

The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company. The Company voluntarily also has not undertaken any CSRactivity.

20. BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 Rules there under and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and otherstatutory committees. Performance evaluation has been carried out as per Nomination andRemuneration Policy.

21. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the Financial Year underreview.

22. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR

Ms. Shruti Lunkad was appointed as an Additional Director of the Company w.e.f. 10*June 2015.

During the year Mr Prashant Kumbhare resigned as the Director of the Company w.e.f.10* March 2016.

23. DIRECTORS PROPOSED TO BE RE- APPOINTED AT THE ANNUAL GENERAL MEETING:

Ms Shruti Lunkad and Ms. Mrugnaina Lunkad the Directors retire by rotation at theensuing Annual General Meeting and being eligible offer themselves for reappointment.

24. COMPOSITION OF COMMITTEES:

a) Audit Committee

The Audit Committee was constituted in June 2002 At close of financial year 2015- 2016i.e. as on 31st March 2016 it comprises of three Directors viz. Mr. Pravin S. LunkadChairman Promoter Non Executive Director and Mr. Gurasidhdapa Kalashetti Non ExecutiveIndependent Director and Ms. Mrugnaina Lunkad Non Executive Non Independent Director.During the Year the Audit Committee was reconstituted on resignation of Mr. PrashantKumbhare Non Executive Independent Director who was replaced by appointment of MsMrugnaina Lunkad Non Executive Non Independent Director The Audit Committee as on theclose of the Financial Year was not duly constituted.

Audit Committee held total four Meetings during the Financial Year under review on 30thMay 2015 14th August 2015 14th November 2015 and 12th February 2016. Allthe members were present to all Meetings. The terms of reference of the Audit Committeeincludes the matters specified in Regulation 18(3) read with Part C of Schedule II of theListing Regulations as well as those in Section 177 of the Companies Act 2013.

b) Remuneration Committee

The Remuneration Committee was constituted in June 2002 At close of financial year2015-2016 i.e. as on 31st March 2016 it comprises of three Directors viz. Mr. Pravin S.Lunkad Chairman Promoter Non Executive Director and Mr. Gurasidhdapa Kalashetti NonExecutive Independent Director and Ms. Mrugnaina Lunkad Non Executive Non IndependentDirector. During the Year the Remuneration Committee was reconstituted on resignation ofMr. Prashant Kumbhare Non Executive Independent Director who was replaced by appointmentof Ms Mrugnaina Lunkad Non Executive Non Independent Director.

However as the Company does not have any Executive Directors and the Managerial staffit did not meet during the Year under report.

c) Shareholder’s / Investor’s Grievance Committee

The Shareholder’s / Investor’s Grievance Committee was constituted in June2002. At close of financial year 2015-2016 i.e. as on 31st March 2016 it comprises ofthree Directors viz. Mr. Pravin S. Lunkad Chairman Promoter Non Executive Director andMr. Gurasidhdapa Kalashetti Non Executive Independent Director and Ms. Mrugnaina LunkadNon Executive Non Independent Director During the Year the Shareholder’s /Investor’s Grievance Committee was reconstituted on resignation of Mr. PrashantKumbhare Non Executive Independent Director who was replaced by appointment of Ms.Mrugnaina Lunkad Non Executive Non Independent Director.

The details of complaints received and redressed during the year is as follows:

Opening Balance Received during the year Resolved during the year Closing Balance
0 0 0 0

The said Committee met Four times on 13th July 2015 7thSeptember 2015 25th September 215 and 22nd February 2016 toeffect the transfer proposals received by the Company

25. PARTICULARS OF EMPLOYEES: (RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

None of employee in the Company who is in receipt of remuneration aggregating to Rs.102/- Lacs or more per year or Rs. 8.50 Lacs or more per month when employed for a part ofthe year and the particulars as required under (Rule 5(2) Of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014.

26. CASH FLOW

A Cash Flow Statement for the year ended 3 Ist March 2016 is attached to theFinancial Statement

27. CORPORATE GOVERNANCE:

The Corporate Governance provisions as specified in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) are applicable to thosecompanies whose Paid up Equity Share Capital exceeds Rs. 10/- Crs AND the Net Worth ofthose companies exceeds Rs. 25/- Crs as on the last day of the previous Financial Year

The Paid up Equity Share Capital of the Company is Rs. 8.83 Crs and Net Worth is inNegative it does not comply with both the said Criteria. Hence the Corporate Governanceprovisions are not applicable to the Company and the Company has not furnished the Reportof Corporate Governance.

28. ACKNOWLEDGMENT

Your Directors wish to express their gratitude to the well wishers of the Company atall levels.

Place: Pune Pravin Lunkad
Date: 13/08/2016 Director
[DIN:01627175]