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Navneet Education Ltd.

BSE: 508989 Sector: Services
NSE: NAVNETEDUL ISIN Code: INE060A01024
BSE LIVE 15:40 | 18 Aug 157.15 -0.40
(-0.25%)
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157.70

HIGH

158.10

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154.65

NSE 15:40 | 18 Aug 157.10 -1.05
(-0.66%)
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158.00

HIGH

158.00

LOW

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OPEN 157.70
PREVIOUS CLOSE 157.55
VOLUME 4645
52-Week high 193.60
52-Week low 94.00
P/E 23.74
Mkt Cap.(Rs cr) 3,743
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 157.70
CLOSE 157.55
VOLUME 4645
52-Week high 193.60
52-Week low 94.00
P/E 23.74
Mkt Cap.(Rs cr) 3,743
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Navneet Education Ltd. (NAVNETEDUL) - Director Report

Company director report

Dear Shareowners

Your Directors present their thirtieth Annual Report along with the Audited Statementof Accounts of the Company for the financial year ended 31st March 2016

(1) FINANCIAL RESULTS : ( Rs. in Lac)

Particulars Current Year Previous Year
Profit before Interest Depreciation (a) and Tax 22465 23584
(b) Less : Interest 348 910
(c) Profit before Depreciation and Tax 22117 22674
(d) Less: Depreciation 2676 2819
(e) Profit Before Tax 19441 19855
(f) Less : (i) Provision for Tax 6875 6990
(ii) Provision for deferred Tax (276) (65)
(iii) (Excess) / Short Provision of Earlier Year W. back / off 61 0
(g) Profit After Tax 12780 12930
Balance brought forward from last (h) year 37219 31890
(i) Profit Available for Appropriation 49999 44820
APPROPRIATIONS :
(a) Final Dividend 0 5241
(b) Interim Dividend 5241 0
Dividend on 6% Redeemable (c) Non-Cumulative Preference Shares 0 #
(d) Corporate Tax on Dividend 1067 1067
(e) General Reserve 1280 1293
(f) Balance Carried to Balance Sheet 42411 37219
49999 44820

# denotes less than Rs. 50000 / - (2) DIVIDEND :

Your Directors declared interim dividend of Rs. 2.20 (110%) per share for the FinancialYear 2015-16. The dividend so declared works out to about

49.35% (including dividend distribution tax) as against your Company's policy ofdistribution of minimum of 25% of its net profit. In view of the payment of interimdividend your Directors do not recommend final dividend for Financial Year ended 31stMarch 2016.

(3) OPERATIONS :

(i) During the year under review the Company achieved a turnover of Rs. 93112 Lac ascompared to Rs. 95937 Lac in Financial Year 2014-15.

(ii) Profit before depreciation and income tax for the year under review stood at Rs.22117 Lac as against Rs. 22674 Lac in the previous year.

(iii) After providing Rs. 2676 Lac for depreciation Rs. 6875 Lac for income tax(Rs. 276 Lac) deferred tax Income and Rs. 61 Lac as short provision of tax of earlieryears profit after tax for the year stood at Rs. 12780 Lac as against Rs. 12929 Lacachieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Publishing Division :

Your Directors inform that the content publishing business achieved revenue of Rs.51595 Lac in inancial year 2015-16 as compared to Rs. 53190 Lac achieved in inancialyear 2014-15. The marginal drop of about 3% in the revenue of content business was onaccount of no government sales of curriculum and general books. Your Directors areexpecting that with likely re-introduction of scholarship program by the Governmentintroduction of new titles in KG / Primary Books in the State of Maharashtra in Englishmedium and change in syllabus in the State of Gujarat for Standard IX and XI the revenuefrom content publishing division would increase in FY 17.

Stationery Division :

The Stationery business achieved turnover of Rs. 40766 Lac in Financial Year 2015-16against Rs. 42240 Lac achieved in Financial Year 201415. The marginal fall in the revenuefrom stationery division was mainly on account of draught across the country whichinvariably left with poor spending power with people in rural areas. However in the nextyear it is expected that this will turnaround. Your Directors expect good growth in theExport Business as the Company has more relationships in US market and which will drivethe Business.

(5) DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 134(3)(c) of the Companies Act 2013 your Directors herebystate :

• that in the preparation of annual inancial statements for the year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;

• that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thetinancial year and of the profit and loss of the Company for that period;

• that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• that the Directors have prepared the annual accounts on a going concern basis;

• the Directors had laid down internal tinancial controls to be followed by theCompany and that such internal inancial controls are adequate and were operatingeffectively;

• The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

(6) DIRECTORS :

Shri Bipin A. Gala and Shri Anil D. Gala Directors of the Company retire by rotationand being eligible offer themselves for reappointment. Your Directors recommend ShriBipin A. Gala and Shri Anil D. Gala for their re-appointment.

(7) RISK MANAGEMENT POLICY :

During the year under review the Company has identiied and evaluated elements ofbusiness risk. Business risk inter-alia includes fluctuations in Foreign ExchangeRegulatory Risk Competition from other players and High Input Costs. The Risk ManagementFramework deines the risk management approach of the Company and includes periodicreview of such risk and also documentation mitigating controls and reporting mechanism ofsuch risks. The Board of Directors and senior management

team currently assess the operations and operating environment to identify potentialrisks and take necessary action to mitigate the same.

(8) CORPORATE SOCIAL RESPONSIBILITY :

Navneet Group has a long history of philanthropy. We take our Social Responsibilityseriously. Over the past decades Navneet has been actively involved in building thesocial infrastructure of the country.

As in previous years this year too Navneet Education Ltd. (NEL) continued its stellarperformance in fulfiNing its Corporate Social Responsibility. Notable sectors in whichNavneet has contributed and is during FY 2015-16 include :

PROMOTING HEALTHCARE Cancer Prevention & Cure :

NEL is committed to eradication to Cancer. In 2015-16 NEL supported the setting up aone-of-its-kind hospital in Mandvi Kutch which provides much needed cancer treatment andhospice services to cancer patients of Kutch. Jankalyan Medical Society (JKMS) society'shighlights for 2015-16 include : OPD Patients: 408 Hospice patients: 9 Surgeries:

13 Biopsy : 46 Chemotherapy: 85 Camps:9 Patients covered in camps: 1200.

Shree Bidada Sarvodaya Trust :

Shree Bidada Sarvodaya Trust is a charitable non-profit organization. The organizationis committed to render medical and surgical treatment to patients of all ages caste &race. The trust is well known for the medical camp it organizes in the month of January invillage Bidada Kutch India. Patients from over 1200 villages were beneited frommedial camp held at Shree Bidada Sarvodaya Trust Hospital in January 2016.

Support for heart patients :

NEL has partnered with the Lions Club of Bombay Kingcircle to provide relief todeserving patients who do not have adequate resources for undergoing a heart surgery.During the year the NEL helped seventeen (17) patients to undertake major heartsurgeries.

EDUCATION

Student assistance program through Para-teachers :

NEL has undertaken a project which works in schools of Kutch to improve the educationalstandards in primary section of schools.

As part of this project Matru Vandana an NGO based in Bidada Kutch has appointedpara-teachers in 12 schools of Bidada & Mandavi talukas.

These teachers assist students of Std. 1-5th in achieving learning outcomes for eachacademic year. As a result of this effort 400 of 450 weak students were main streamed asper assessment done by the Government of Gujarat.

Matru Vandana has also installed educational software in 31 schools. This program isrunning successfully and is greatly appreciated by students schools and elders of thevillages.

Student Assistance :

NEL in partnership with 2 NGO's supported over 10000 students achieving great heightsin their academics. Loans scholarships and honors were awarded to students from Std. 11to Graduate Post Graduate levels. AFFORDABLE HOUSING

Navneet Nagar is a landmark in Dombivali. NEL has supported building 1008 houses overlast 4 years in this complex which are offered to deserving people from poor economicbackground at highly subsidized rates.

Navneet Nagar exhibits modern architecture is surrounded by open green spaces and hasample play zones for children which makes growing up fun.

A Senior Citizen Home with a difference :

An alarming number of India's 91 million senior citizens are suffering from lonelinessneglect and depression.

Matru Vandana Mother's Nest provides peace to senior guardians and takes care of theirneeds in a gentle caring way. The entire complex is made disable friendly and enablessenior citizens to have a productive retirement. Currently 30 seniors have made MatruVandana as their home

(9) NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation toremuneration to Directors Managerial Personnel and senior Management of the Company. Thepolicy lays down the criteria for selection and appointment of Board members. The detailsof this policy form part of Corporate Governance Report.

(10) MEETINGS :

The details of the number of meetings of the Board held during the Financial Year2015-16 forms part of the Corporate Governance Report.

(11) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :

Your Company has laid down policies guidelines and procedures that form part ofinternal control systems which provides for automatic checks and balances. Your Companyhas maintained a proper and adequate system of internal controls. This ensures thesafeguarding of assets and properties of the Company and protects against unauthorised useand disposal of the assets. Your Company's internal control systems commensurate with thenature and size of its business operations. Internal Financial Controls are evaluated andinternal auditors' reports are reviewed by the audit committee.

(12) STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS :

All independent directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

(13) RELATED PARTY TRANSACTION :

All related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of the business. There are no materiallysignificant related party transaction made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conlict with interest ofthe Company at large. All related party transactions are presented to the audit committee.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transaction is presented before the auditcommittee on quarterly basis specifying the nature value and terms and conditions of thetransaction. The related party transaction policy is uploaded on the Company's website.The details of the related party transactions are provided in the accompanying financialstatements. Since all related party transaction entered into by the company were in theordinary course of business and at arm's length basis Form AOC-2 is not applicable to theCompany.

(14) CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in presenting Consolidated Financial Statements which formpart of the Annual Report and Accounts.

(15) PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS :

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statements.

(16) BOARD EVALUATION :

Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Regulations)Requirements 2015 a structured questionnaire was prepared after taking into considerationvarious aspects of Board's function composition of the Board and its committee cultureexecution and performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

(17) WHISTLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. Thewhistle blower policy of the company has been hosted on Company's website.

(18) ANNUAL RETURN :

The details forming part of the extract of the Annual Return in the Form MGT-9 asrequired under Section 92 of the Companies Act 2013 is included in the report as Annexure'B' and forms part of this report.

(19) SECRETARIAL AUDIT :

The Board has appointed CS Sunil M. Dedhia & Co. Practising Company Secretary toconduct Secretarial Audit for the inancial year 2015-16. The Secretarial Audit Reportfor the inancial year ended 31st March 2016 is annexed herewith marked as Annexure 'C'and forms part of this report.

(20) SUBSIDIARY COMPANY :

The Company does not have any material subsidiary whose networth exceeds 20% of theconsolidated net worth of the Company in the immediately preceding accounting year or hasgenerated 20% of the consolidated income of the company during the previous inancialyear. A statement containing salient features of the financial statements of subsidiarycompany in the prescribed format AOC-1 is included in the report as Annexure 'D' and formspart of this Report.

(21) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The company has a familiarisation programme for independent directors with regard totheir role rights responsibilities in the Company nature of

the industry in which the Company operates the business models of the Company etc. andthe same is available on the website of the Company.

(22) AUDITORS :

In the 28th Annual General Meeting (AGM) of the Company held on 29th September 2014 M/ s GBCA & Associates (formerly M / s. Ghalla & Bhansali) CharteredAccountants (Firm Registration No. 103142W) had been appointed as Statutory Auditors ofthe Company for a period upto 3 (three) years to hold office from the conclusion of the28th AGM until the conclusion of the 31st AGM of the Company. In terms of the provisionsof the Companies Act 2013 it is necessary to get the appointment ratified by theshareholders of the Company in every AGM until the expiry of the period of the originalappointment. Necessary resolution for ratification of their appointment has been includedin the Notice convening the ensuing Annual General Meeting.

(23) COMMENTS ON AUDITORS' REPORT :

There are no qualiication reservation or adverse remarks or disclaimer made by thestatutory auditors in its report; and by company secretary in practice in his secretarialaudit report.

(24) CORPORATE GOVERNANCE :

Your Company has complied with Regulation 34 of SEBI (Listing Obligation and DisclosureRegulations) Requirements 2015 of the Stock Exchanges. A report on Corporate Governanceas stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Regulations)Requirements 2015 along with Auditor's Certiicate on compliance with the CorporateGovernance forms part of this Annual Report.

(25) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of SEBI (Listing Obligation and Disclosure Regulations)Requirements 2015 Management Discussion and Analysis report forms part of this AnnualReport.

(26) CREDIT RATING :

During the year under review CRISIL has reassigned CRISIL A1 + (pronounced CRISIL A onePlus) rating to the short term debt programme (including Commercial Paper) of the Company.The instruments with this rating are considered to have very strong degree of safetyregarding timely payment of financial obligations.

During the year under review CARE Ratings has reaffirmed CARE AA+ (pronounced CAREDouble A Plus) rating to the Long / Short Term Bank facilities of the Company. The bankfacilities covered with this ratings are considered to have very strong degree of safetyregarding timely payment.

(27) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of report.

(28) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no signiicant material orders passed by the Regulators / Courts which wouldimpact the going concern which would impact the going concern status of the Company andits future operations.

(29) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENTOF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :

Particulars No. of Complaints
Number of complaints pending as on beginning of the inancial year Nil
Number of complaints fled during the financial year Nil
Number of complaints pending as on the end of the inancial year Nil

(30) DEPOSITS :

Your Company has neither accepted nor renewed any deposits during the year underreview. The Company does not have any deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013.

(31) DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ^ ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO :

(A) CONSERVATION OF ENERGY

Company's plant was designed to achieve high efficiency in the utilisation of energy.The key areas with regards to reduction of energy are identiied and constant efforts aremade towards energy conservation.

(B) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION Research & Development

(1) Efforts in brief towards technology absorption adaptation & innovation

Through visits of technical personnel to developed Western countries your Companykeeps abreast with the advanced Technology Development and through speciic programmesintroduces adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above your Company has been able to achieve a higher productionaccuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies Imported None our Company has not imported any Technology
(ii) Year of Import
(iii) Has the technology been fully absorbed?

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's export turnover has been Rs. 17290 Lac. Total Foreign Exchange earnedand used

(i) Foreign Exchange earned : Rs. 17238 Lac
(ii) Foreign Exchange used : Rs. 2040 Lac

(32) ACKNOWLEDGEMENT :

The Directors express their thanks to shareholders bankers inancial institutionscustomers suppliers government and other regulatory authorities for their continuedsupport. Your Directors place on record their appreciation to the employees at all levelsfor their committed services to the Company.

For and on behalf of the Board of Directors
sd / -
Place : Mumbai Kamlesh S. Vikamsey
Date : 21st May 2016 Chairman