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) |
