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Navigant Corporate Advisors Ltd.

BSE: 539521 Sector: Financials
NSE: N.A. ISIN Code: INE364T01012
BSE LIVE 10:17 | 12 Sep 7.20 1.20
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.20
PREVIOUS CLOSE 6.00
VOLUME 10000
52-Week high 7.20
52-Week low 4.53
P/E 11.25
Mkt Cap.(Rs cr) 2
Buy Price 5.00
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.20
CLOSE 6.00
VOLUME 10000
52-Week high 7.20
52-Week low 4.53
P/E 11.25
Mkt Cap.(Rs cr) 2
Buy Price 5.00
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00

Navigant Corporate Advisors Ltd. (NAVIGANTCORP) - Director Report

Company director report

To

The Members

NAVIGANT CORPORATE ADVISORS LIMITED

The directors take pleasure in presenting the 4th Annual report together with the Audited financial accounts for the Year ended 31st March 2016.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

Sr. No. Particulars31.03.201631.03.2015
(Rs.)(Rs.)
1. Net Total Income74731078384794
2. Less: Employees benefit expenses Operating and Admin. Expenses53215305378638
3. Profit before depreciation and Taxes21515783006156
4. Less: Depreciation29343248287
5. Add: Extraordinary/Exceptional Items--
6. Profit before interest and tax (PBIT)1858146295786
7. Less: Interest57903-
8. Profit before Tax (PBT)18002432957869
9. Less: Taxes (including deferred tax and fringe benefit tax)561815919672
10. Profit after Tax (PAT)12384282038197

FINANCIAL HIGHLIGHTS

Your directors report that for the year under review your Company has been able to achieve net revenue of Rs. 7473107 as compared to Rs. 8384794 in the previous year. The revenue from operations for the year 2016 decreased by 10.87 %. PAT has decreased from Rs 20 38197 to Rs 12 38428 due to sluggishness in business operations. Initial Public Offer of 11900000 (Rupees One Crore Nineteen Lacs only) divided into 8 50000 Equity shares of Rs 14 each (including premium of Rs 4 per share)

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs 32500000.00/- (Rupees Three Crore Twenty Five Lakh) divided into 3250000 (Thirty Two Lakh Fifty Thousand) Equity shares of Rs 10/- During the Financial year the paid up share capital of the Company is increased from Rs. 18 65000 (Rupees Eighteen Lakh Sixty Five Thousand) divided into 1 86500 (One lakhs Eighty Six Thousand Five Hundred) equity shares of Rs. 10 each to Rs 3 15 27500 (Rupees Three Crore Fifteen Lakhs Twenty Seven Thousand Five Hundred) divided into 31 52750 (Thirty One Lakhs Fifty Two Thousand Seven Hundred and Fifty) equity shares of Rs 10 each. The same increase was due to bonus issue and preferential allotment to promoters.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March 2016. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

During the year under review your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the Company have become or ceased to be subsidiaries joint ventures or associate companies.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management wherein the identification analysis and assessment of the various risks measuring of the probable impact of such risks formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

RELATED PARTY TRANSACTIONS

Basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act 2013 during the Financial Year 2015-16

TRANSFER TO RESERVES

The Company has transferred current year's profit of Rs. 1238428 to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act 2013.

DIRECTORS

Retire by Rotation- Priyanka Vijlani

In accordance with the provisions of the Companies Act 2013 and Articles of Association of the Company Ms. Priyanka Vijlani Director (DIN: 05276328) of the company is liable to retire by rotation in the fourth coming Annual General Meeting and being eligible she offer herself for re-appointment.

BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 and other provisions if any 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 Nomination & Remuneration Committee and 6KDUHKROGHUV_ Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MEETING OF BOARD OF DIRECTORS

A) Number of Board Meetings in the year

Meetings was within the period prescribed under the Companies Act 2013.

Sr. No.Date on which board Meetings were held
1.15th May 2015
2.26th May 2015
3.25th June 2015
4.29th June 2015
Sr. No.Date on which board Meetings were held
5.14th July 2015
6.14th August 2015
7.24th August 2015
8.19th Nov. 2015
9.12th Feb. 2016

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No.Name of DirectorCategory of DirectorNo. of Board Meetings attendedAttendance at the last AGMNo. of Committee Membership in which he/she is a Chair Person
1Mr. Sarthak Vijlani (DIN: 05174824)Managing Director & Chairman9YesMember in one Committee
2Ms. Priyanka Vijlani (DIN: 05276328)Woman Non-Executive Director9YesMember in one Committee
3Mr. Amit Lahoti (DIN: 01149657)Non-Executive Non Independent DirectorNILYesMember in one Committee
4Ms. Anita Lahoti (DIN: 01942542)Non-Executive Non Independent DirectorNILYesMember in one Committee
5Mr. Bhuwnesh Bansal (DIN: 02390656)Independent Director9YesMember in Three Committee
6Mr. Pawan Kumar Tibrewal (DIN: 06458210)Independent DirectorNILYesMember in Two Committee
7Mr. Monish Jain (DIN: 06425137)Independent Director9YesNone

COMMITTEES

There are three Committees constituted as per Companies Act 2013. They are:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder's & Investor's Grievance Committee

A. Audit Committee

During the year One (1) Audit Committee meetings were held on the following dates 12-02-2016.

Sr. No.NameDesignationPosition in committeeNo. of Meetings Attended
1Mr. Pawan Kumar TibrewalIndependent DirectorChairman1
2Mr. Bhuwnesh BansalIndependent DirectorMember1
3Mr. Sarthak VijlaniManaging DirectorMember1

B. Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meetings were held on 12-02-2016.

Sr. No.NameDesignationPosition in committeeNo. of Meetings Attended
1Mr. Bhuwnesh BansalIndependent DirectorChairman1
2Mr. Amit LahotiNon-Executive Non Independent DirectorMember1
3Mrs. Anita LahotiNon-Executive Non Independent DirectorMember1

C. Stakeholder's Relationship Committee

Sr. No.NameDesignationPosition in committeeNo. of Meetings Attended
1Mr. Pawan Kumar TibrewalIndependent DirectorChairman1
2Mrs. Priyanka VijlaniNon-Executive DirectorMember1
3Mr. Bhuwnesh BansalIndependent DirectorMember1

D. Independent Director Meeting:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013. Independent Directors of the company met one time during the year on 31st March 2016 as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

 Amit Lahoti Anita Lahoti and Pawan Tibrewal has appointed as Additional Director of the Company w. e. f. 21st May 2016.

 Mr. Monish Jain has resigned as Director of the Company w.e.f. 21st May 2016

 Ms. Anchal Gupta has resigned as the Company Secretary of the Company w.e.f. 1st August 2016 and Ms. Khushbu Gupta has appointed as the Company Secretary of the Company w.e.f. 9th August 2016.

 The Company has opened a Corporate Office of the Company at 423 A Wing Bonanza Sahar Plaza Complex J B Nagar Andheri Kurla Road Andheri (East) Mumbai - 400 059 w.e.f. 10th June 2016.

 The Company has opened Branch office at Diamond Prestige 6th Floor Room No 611 41A AJC Bose Road Near Nonapukur Tram Depot Kolkata 700 017 w.e.f. 21st May 2106

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Relating to Conservation of Energy the same is not given. Even though its operations are not energy-n intensive significant measures are taken to reduce energy consumption by using energy- effect equipment. The Company regularly reviews power consumption and thereby achieves cost savings.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as

(i) To the best of their knowledge and belief and according to the information and explanation obtained by them your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act 2013.

(ii) That in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

(iii) Consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31 2016 and of the profit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken 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;

(v) That the annual financial statements have been prepared on a going concern basis;

(vi) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vii) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

(I) Statutory Auditors

M/s. M.S. Jhanwar & Co. Chartered Accountants who are the Statutory Auditor of the Company hold office until the Conclusion of the ensuing AGM to be held for the financial year ended 2017 and are eligible for re-appointment. As required by the provision of the Companies Act 2013 their appointment should be ratified by members each year at the AGM.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s Urvashi Aggarwal & Co. Practicing Company Secretary have been appointed as a Secretarial Auditors of

DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 Lacs during the financial year 2015-16.

CORPORATE GOVERNANCE

Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable to the company for financial year 2015-2016

SEXUAL HARASSMENT

There was no case filled during the year under the sexual harassment of women at workplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers shareholders employees at all levels and all other associated persons bodies or agencies for their continued support.

Mumbai 1st September 2016For Navigant Corporate Advisors Limited
Sarthak Vijlani
Managing Director
(DIN: 05174824)