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Navigant Corporate Advisors Ltd.

BSE: 539521 Sector: Financials
NSE: N.A. ISIN Code: INE364T01012
BSE 00:00 | 07 Nov Navigant Corporate Advisors Ltd
NSE 05:30 | 01 Jan Navigant Corporate Advisors Ltd
OPEN 14.00
PREVIOUS CLOSE 14.00
VOLUME 10000
52-Week high 17.50
52-Week low 14.00
P/E 7.87
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.00
Sell Qty 10000.00
OPEN 14.00
CLOSE 14.00
VOLUME 10000
52-Week high 17.50
52-Week low 14.00
P/E 7.87
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.00
Sell Qty 10000.00

Navigant Corporate Advisors Ltd. (NAVIGANTCORP) - Director Report

Company director report

To

The Members

NAVIGANT CORPORATE ADVISORS LIMITED

The directors take pleasure in presenting the 07th Annual report togetherwith the Audited financial accounts for the Year ended 31* March 2019

FINANCIAL RESULTS

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

Sr No Particulars 31 03 2019 (Rs ) 31 03 2018 (Rs )
1 Net Total Income 26458750 34246392
2 Less: Employees benefit expenses Operating and Admin Expenses 18637950 22806227
3 Profit before depreciation and Taxes 7820800 11440165
4 Less: Depreciation 374809 425405
5 Add: Extraordinary/Exceptional Items _
6 Profit before interest and tax(PBIT) 7445991 11014760
7 Less: Interest -
8 Profit before Tax (PBT) 7445991 11014760
9 Less: Taxes (including deferred tax and fringe benefit tax) 1825000 2964541
10 Profit after Tax (PAT) 5620991 8050219

FINANCIAL HIGHLIGHTS

Your directors report that for the year under review your Company has been able toachieve net revenue of Rs 26458750 as compared to Rs 34246392 in the previous yearThe revenue from operations for the year 2019 decreased by 22 74% PAT has decreased fromRs 8050219 to Rs 5620991 due to decrease 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/- each

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 31stMarch 2019 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 2018-19

TRANSFER TO RESERVES

The Company has transferred current year's profit of Rs 5620991 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 forth coming Annual General Meeting and beingeligible She offer 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 8 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 11th May 2018
2 31st August 2018
3 25th September 2018
4 22nd October 2018
5 31st October 2018
6 31st December 2018
7 27th March 2019

BOARD COMMITTEES:

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

A Audit Committee

B Nomination & Remuneration Committee

C Shareholders & Investor's Grievance Committee A Audit Committee

During the year four (4) Audit Committee meeting were held on 11 05 2018 31 08 201822 10 2018 and 31 12 2018

Sr No Name Designation Position in committee No of Meetings Attended
1 Mr Bhuwnesh Bansal Independent Director Chairman 4
2 Mr Monish Jain Independent Director Member 4
3 Mr Sarthak Vijlani Managing Director Member 4

B Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meetings were held on11-05-2018

Name Designation Position in committee No of Meetings Attended
Mr Bhuwnesh Bansal Independent Director Chairman 1
Mr Monish Jain Independent Director Member 1
Mrs Priyanka Vijlani Non-Executive Non Independent Director Member 1

C Stakeholder's Relationship Committee

During the year One (1) Stakeholder's Relationship Committee meetings were held on27-03-2019

Name Designation Position in committee No of Meetings Attended
Mr Bhuwnesh Bansal Independent Director Chairman 1
Mr Monish Jain Independent Director Member 1
Mrs Priyanka Vijlani Non-Executive Director 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 31stMarch 2019 as 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 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 as given below:

• Ms Khushbu Gupta has resigned as the Company Secretary of the Company w e f 31stOctober 2018

• Mr Vikas Chhangani has appointed as the Company Secretary of the Company w e f31st December 2018

• Mr Amit Kumar Kishorpuria has appointed as Additional Director of the Company we f 06th April 2019

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 2019 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 2019 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 who are the Statutory Auditor of theCompany hold office til the Conclusion of the ensuing AGM to be held for the financialyear ended 2020 and are eligible for re-appointment They have confirmed their eligibilityto the effect that their re-appointment if made would be within the prescribed limitsunder the Companies Act 2013 and that they are not disqualified for re-appointment

(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 2018-19

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

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March 2019as 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 Majority of the provisions of the corporate governancevoluntarily

SEXUAL HARASSMENT

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013 Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe 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

For Navigant Corporate Advisors Limited
Sd/-
Sarthak Vijlani
Mumbai 30th August 2019 Managing Director
Place: Mumbai (DIN: 05174824)