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Navigant Corporate Advisors Ltd.

BSE: 539521 Sector: Financials
NSE: N.A. ISIN Code: INE364T01012
BSE LIVE 09:53 | 23 Nov 10.35 1.71
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.35
PREVIOUS CLOSE 8.64
VOLUME 10000
52-Week high 10.35
52-Week low 5.39
P/E 16.17
Mkt Cap.(Rs cr) 3
Buy Price 8.00
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.35
CLOSE 8.64
VOLUME 10000
52-Week high 10.35
52-Week low 5.39
P/E 16.17
Mkt Cap.(Rs cr) 3
Buy Price 8.00
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 5th Annual report together with theAudited financial accounts for the Year ended 31st March 2017.

FINANCIAL RESULTS

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

Sr. No. Particulars 31.03.2017 31.03.2016
(Rs.) (Rs.)
1. Net Total Income 16618230 7473107
2. Less: Employees benefit expenses 13239080 5321530
Operating and Admin. Expenses
3. Profit before depreciation and Taxes 3379149 2151578
4. Less: Depreciation 424076 293432
5. Add: Extraordinary/Exceptional Items -
6. Profit before interest and tax (PBIT) 2955073 1858146
7. Less: Interest 65702 57903
8. Profit before Tax (PBT) 2889371 1800243
9. Less: Taxes (including deferred tax and 883972 561815
fringe benefit tax)
10. Profit after Tax (PAT) 2005399 1238428

FINANCIAL HIGHLIGHTS

Your directors report that for the year under review your Company has been able toachieve net revenue of Rs. 16618230 as compared to Rs. 7473107 in the previous year.The revenue from operations for the year 2017 increased by 122.37%. PAT has increased fromRs.1238428 to Rs.2005399 due to increase in revenue from operations.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs 32500000.00/- (Rupees Three CroreTwenty Five Lakh) divided into 3250000 (Thirty Two Lakh Fifty Thousand) Equity shares ofRs 10/-

During the Financial year there is no change in paid up share capital of the Company.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March2017. 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 publicand therefore no information is required to be furnished in respect of outstandingdeposits.

CHANGES IN NATURE OF BUSINESS

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

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

At the end of the financial year under review none of the Company have become or ceasedto 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 theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. The Company on various activities also putsnecessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business.

Particulars of contract or arrangements with related parties is annexed herewith inForm AOC 2 as "Annexure – A"

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts whichwould 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 theprovisions of section 186 of the Companies Act 2013 during the Financial Year 2016-17.

TRANSFER TO RESERVES

The Company has transferred current year’s profit of Rs. 2005399 to the Reserve& Surplus and the same is in compliance with the applicable provisions prescribedunder the Companies Act 2013.

DIRECTORS

Retire by Rotation- Priyanka Vijlani

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Priyanka Vijlani Director (DIN: 05276328) of the companyis liable to retire by rotation in the fourth coming Annual General Meeting and beingeligible She offer himself for re-appointment.

BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 and other provisions ifany the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its Nomination& Remuneration Committee and Shareholder’s Grievance Committee.

MEETING OF BOARD OF DIRECTORS A) Number of Board Meetings in the year

During the year 7 meetings of the Board of Director’s were held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date on which board Meetings were held
1. 21st May 2016
2. 10th June 2016
3. 09th August 2016
4. 01st September 2016
5. 14th November 2016
6. 10th February 2017
7. 30th March 2017

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

Sr. No. Name of Director Category of Director No. of Board Meetings attended Attendance at the last AGM No. of Committee Membership in which he/she is a Chair Person
1 Mr. Sarthak Vijlani Managing Director & 7 Yes Member in
(DIN: 05174824) Chairman one
Committee
2 Ms. Priyanka Vijlani Woman Non-Executive 7 Yes Member in
(DIN : 05276328) Director one
Committee
3 Mr. Amit Lahoti Non-Executive Non 5 Yes Member in
(DIN: 01149657) Independent Director one
Committee
4 Ms. Anita Lahoti Non-Executive Non 5 Yes Member in
(DIN: 01942542) Independent Director one
Committee
5 Mr. Bhuwnesh Bansal Independent Director 7 Yes Member in
(DIN: 02390656) Three
Committee
6 Mr. Pawan Kumar Independent Director 5 Yes Member in
Tibrewal Two
(DIN: 06458210) Committee
7 Mr. Monish Jain Independent Director NIL Yes None
(DIN: 06425137)

Note: Ms. Anita Lahoti and Mr. Amit Lahoti resigned from the board of Company w.e.f.18th April 2017 and Mr. Pawan Kumar Tibrewal resigned from the Board w.e.f. 2nd May 2017and Mr. Monish Jain joined the Board w.e.f. 2nd May 2017.

COMMITTEES

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

A. Audit Committee

B. Nomination & Remuneration Committee C. Stakeholders & Relationship Committee

A. Audit Committee

During the year One (1) Audit Committee meeting were held on 14-11-2016.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Pawan Kumar Tibrewal Independent Director Chairman 1
2 Mr. Bhuwnesh Bansal Independent Director Member 1
3 Mr. Sarthak Vijlani Managing Director Member 1

B. Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meeting were held on14-11-2016.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Bhuwnesh Bansal Independent Director Chairman 1
2 Mr. Amit Lahoti Non-Executive Non Member 1

 

Sr. No. Name Designation Position in committee No. of Meetings Attended
Independent Director
3 Mrs. Anita Lahoti Non-Executive Non Member 1
Independent Director

C. Stakeholders Relationship Committee

During the year One (1) Stakeholders Relationship Committee meeting were held on14-11-2016.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Pawan Kumar Tibrewal Independent Director Chairman 1
2 Mrs. Priyanka Vijlani Non-Executive Director Member 1
3 Mr. Bhuwnesh Bansal Independent Director Member 1

D. Independent Director Meeting:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Independent Directors of the company met one time during the year on 30th March 2017as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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

There are no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to rule 8(3) of the Companies (Accounts) Rules 2014 it is stated that theCompany has no particulars to be furnished under the head Energy Conservation andTechnology Absorption because it has carried on no manufacturing activity during the yearunder review. The operations of the Company are not power intensive. The Company ishowever taking every possible steps to conserve the energy wherever possible. It hasimported no technology.

During the year there is no expenditure/Income of foreign exchange.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - B".

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(ii) That in the preparation of the annual financial statements for the year endedMarch 31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(iii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies’ have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2017 and of theprofit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 financialcontrols were adequate and were operating effectively;

(vii)That proper system to ensure compliance with the provisions of all applicable lawswas in place and was adequate and operating effectively.

AUDITORS

(I) Statutory Auditors

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

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/sUrvashi Aggarwal & Co. Practicing Company Secretary have been appointed as aSecretarial Auditors of the Company. The Secretarial Audit report of the SecretarialAuditor is enclosed as "Annexure-C to this Report"

DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess ofRs.60 Lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs. 60 Lacs during the financial year 2016-17.

Appointment & Remuneration of Managerial Personnel is annexed herewith as"Annexure-D"

CORPORATE GOVERNANCE

Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe company for financial year 2016-2017.

SEXUAL HARASSMENT

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

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.

Mumbai 29th May 2017 For Navigant Corporate Advisors Limited
Sd/-
Sarthak Vijlani
Managing Director
(DIN: 05174824)

ANNEXURE TO DIRECTOR’S REPORT: ANNEXURE A

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto Details of contracts or arrangements or transactions not at arm’s lengthbasis

1 Name(s) of the related party and nature of relationship Nil
2 Nature of contracts/arrangements/transactions Nil
3 Nature of contracts/arrangements/transactions Nil
4 Salient terms of the contracts or arrangements or transactions including thevalue if any- Nil
5 Justification for entering into such contracts or arrangements or transactions Nil
6 Date(s) of approval by the Board Nil
7 Amount paid as advances if any Nil
9 Date on which the special resolution was passed in general meeting as requiredunder first Proviso to section 188 Nil

Details of material contracts or arrangement or transactions at arm’s lengthbasis: (a). Name(s) of the related party and nature of relationship

Name of the related party Nature of Transaction Nature of relationship
Sarthak Vijlani Remuneration Managing Director
Priyanka Vijlani Remuneration Director
Lahoti India Limited Rent Paid Firms in which directors are
interested
Lahoti India Limited Professional Charges Firms in which directors are
interested
BBA Corporate Advisors Limited Professional Charges Firms in which directors are
interested
Amit Lahoti Professional Charges Director
Anita Lahoti Professional Charges Director
Bhuwnesh Bansal Professional Charges Director
Sarthak Vijlani Advances Received Back Director

(b). Nature of contracts/arrangements/transactions: Purchase of asset was at arm’slength price.

(c.) Duration of the contracts / arrangements/transactions:

Name of the related party Nature of Transaction Duration
Sarthak Vijlani Remuneration Two (2) Years from 15th May
2015
Priyanka Vijlani Remuneration Undecided
Lahoti India Limited Rent Paid Undecided
Lahoti India Limited Professional Charges Undecided
BBA Corporate Advisors Professional Charges Undecided
Limited
Amit Lahoti Professional Charges Undecided
Anita Lahoti Professional Charges Undecided
Bhuwnesh Bansal Professional Charges Undecided
Sarthak Vijlani Advances received back Undecided

(d). Salient terms of the contracts or arrangements or transactions including thevalue if any: All the aforesaid transactions were done at Market Price. (e). Date(s) ofapproval by the Board (if any): 21st May 2016 (f). Amount paid as advances if any: - Nil(g). Date on which the special resolution was passed in general meeting (if any): - NA

Mumbai 29th May 2017 For Navigant Corporate Advisors Limited
Sd/-
Sarthak Vijlani
Managing Director
(DIN: 05174824)