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Navigant Corporate Advisors Ltd.

BSE: 539521 Sector: Financials
NSE: N.A. ISIN Code: INE364T01012
BSE 13:44 | 07 Jul 15.64 1.42
(9.99%)
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15.64

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NSE 05:30 | 01 Jan Navigant Corporate Advisors Ltd
OPEN 15.64
PREVIOUS CLOSE 14.22
VOLUME 10000
52-Week high 16.74
52-Week low 8.98
P/E 4.42
Mkt Cap.(Rs cr) 5
Buy Price 15.64
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.64
CLOSE 14.22
VOLUME 10000
52-Week high 16.74
52-Week low 8.98
P/E 4.42
Mkt Cap.(Rs cr) 5
Buy Price 15.64
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 09th Annual report togetherwith the Audited financial accounts for the Year ended 31s t March 2021.

FINANCIAL RESULTS

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

Sr. No. Particulars 31.03.2021 (Rs.) 31.03.2020 (Rs.)
1. Net Total Income 27438175 25944236
2. Less: Employees benefit expenses Operating and Admin. Expenses 21353195 18550744
3. Profit before depreciation and Taxes 6084980 7393491
4. Less: Depreciation 577083 411388
5. Add: Extraordinary/Exceptional Items - -
6. Profit before interest and tax (PBIT) 5507897 6982103
7. Less: Interest - -
8. Profit before Tax (PBT) 5507897 6982103
9. Less: Taxes (including deferred tax and fringe benefit tax) 1698055 2300000
10. Profit after Tax (PAT) 3809842 4682103

FINANCIAL HIGHLIGHTS

Your directors report that for the year under review your Company has been able toachieve net revenue of Rs. 27438175 as compared to Rs. 25944236 in the previousyear. The revenue from operations for the year 2021 Increased by 5.76%. PAT has decreasedfrom Rs. 4682103 to Rs. 3809842 due to increase in expenses and decrease inoperational revenue.

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/- each. During the Financial year there is no change in paid up share capital ofthe Company.

DIVIDEND

No dividend is being recommended by the Directors for the year ending on 31st March2021. 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 VENTURESORASSOCIATE 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 contractor arrangements with related parties is annexed herewith in Form 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 2020-21.

TRANSFER TO RESERVES

The Company has transferred current year's profit of Rs. 3809842 to the Reserve &Surplus and the same is in compliance with the applicable provisions prescribed under theCompanies 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 forthcoming Annual General Meeting and beingeligible She offers herself 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 Number of Board Meetings in the year

During the year 6 meetings of the Board of Director's were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date on which board Meetings were held
1. 08th June 2020
2. 10th August 2020
3. 3rd September 2020
4. 29th October 2020
5. 2nd December 2020
6 22nd February 2021

BOARD COMMITTEES:

There are three Committees constituted as per Companies Act 2013. They are: A. AuditCommittee B. Nomination & Remuneration Committee C. Shareholders & Investor'sGrievance Committee

A. Audit Committee

During the year four (4) Audit Committee meeting were held on 08-06-2020 03-09-202021-12-2020 and 22-02-2021.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Monish Hukamchand Jain Independent Director Chairman 4
2 Mr. Mahipal Singh Chouhan Independent Director Member 2
3 Mr. Sarthak Vijlani Managing Director Member 4

B. Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meetings were held on22-02-2021.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Monish Hukamchand Jain Independent Director Chairman 1
2 Mr. Mahipal Singh Chouhan Independent Director Member 1
3 Mr. Amit Kumar Kishorpuria Independent Director Member 1

C. Stakeholder's Relationship Committee

During the year One (1) Stakeholder's Relationship Committee meetings were held on22-02-2021

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Mahipal Singh Chouhan Independent Director Chairman 1
2 Mrs. Priyanka Vijlani Non-Executive Non Independent Director Member 1
3 Mr. Monish Hukamchand Jain 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. IndependentDirectors of the company met one time during the year on 22nd February 2021 asper Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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

• Mr. Bhuwnesh Bansal (DIN:02390656) who was appointed as an Independent Directorhas ceased to be an Independent Director of the Company with effect from the close ofbusiness hours of December 02 2020 pursuant to completion of his term of appointment.

• Mr. Mahipal Singh Chouhan has been appointed as Independent Director of theCompany with effect from 2nd December 2020.

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.

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 2021 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 consistently andjudgments 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 2021 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 applicablelaws was in place and was adequate and operating effectively.

AUDITORS

(I) Statutory Auditors

M/s. M.S. Jhanwar & Co Chartered Accountants Mumbai (ICAI Registration No.130701W) existing Statutory Auditors have tendered their resignation from the position ofStatutory Auditors on 03.05.2021 due to their pre-occupation resulting into a casualvacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8)of the Companies Act 2013 ("Act"). Accordingly the Audit Committee the Boardof Directors of the Company have recommended that M/s. Divya M & Co. CharteredAccountants (ICAI Firm Registration no. 152428W)Mumbai may be appointed as the StatutoryAuditor of the Company to fill the casual vacancy caused by the resignation of M/s. M.S.Jhanwar & Co Chartered Accountants Mumbai.

M/s. Divya M & Co. Chartered Accountants (ICAI Firm Registration no. 152428W)have conveyed their consent to be appointed as the Statutory Auditors of the Company alongwith a confirmation that their appointment if made by the members would be within thelimits prescribed under the Companies Act 2013. Accordingly Ordinary Resolution issubmitted to the meeting for the consideration and approval of members. None of theDirectors Key Managerial Persons or their relatives in any way concerned or interestedin the said resolution.

Further the Audit Committee the Board of Directors of the Company recommended thatM/s. Divya M & Co. Chartered Accountants (ICAI Firm Registration no. 152428W)Mumbaimay also be appointed as the Statutory Auditor of the Company for a period of 5 (Five)years from the conclusion of this Annual General Meeting till the conclusion of the 14thAnnual General Meeting hereafter. M/s. Divya M & Co. Chartered Accountants haveconveyed their consent to be appointed as the Statutory Auditors of the Company along witha confirmation that their appointment if made by the members would be within the limitsprescribed under the Companies Act 2013. Accordingly Ordinary Resolution is submitted tothe meeting for the consideration and approval of members. None of the Directors KeyManagerial Persons or their relatives in any way concerned or interested in thesaidresolution.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/sShalu Singhal & Associates 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 of Rs.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 2020-21. Appointment &Remuneration of Managerial Personnel is annexed herewith as "Annexure -D"

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31stMarch 2021 as per Section 133 of the Companies Act 2013 read with rule 7 of Companies(Accounts) Rules 2014.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors Confirms that Secretarial Standards issued by Institute of CompanySecretaries of India have been complied with.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation systemwhich are constantly assessed and strengthened with new/revised standard operatingprocedures which also covers adherence to the Company's Policies for safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial disclosures. TheCompany's internal financial control system is commensurate with its size scale andcomplexities of its operations.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligation and Disclosure Requirements) Regulation 2015. Hence nocorporate governance report is disclosed in this Annual Report. It is Pertinent to mentionthat the Company follows

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 forsafe 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.

For Navigant Corporate Advisors Limited
Sd/-
Sarthak Vijlani
Mumbai 30th June 2021 Managing Director
Place: Mumbai (DIN: 05174824)

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