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Navkar Builders Ltd.

BSE: 531494 Sector: Industrials
NSE: N.A. ISIN Code: INE268H01010
BSE 10:49 | 18 Feb 13.51 -0.71
(-4.99%)
OPEN

14.93

HIGH

14.93

LOW

13.51

NSE 05:30 | 01 Jan Navkar Builders Ltd
OPEN 14.93
PREVIOUS CLOSE 14.22
VOLUME 116
52-Week high 30.90
52-Week low 12.83
P/E 5.18
Mkt Cap.(Rs cr) 27
Buy Price 13.55
Buy Qty 10.00
Sell Price 13.51
Sell Qty 190.00
OPEN 14.93
CLOSE 14.22
VOLUME 116
52-Week high 30.90
52-Week low 12.83
P/E 5.18
Mkt Cap.(Rs cr) 27
Buy Price 13.55
Buy Qty 10.00
Sell Price 13.51
Sell Qty 190.00

Navkar Builders Ltd. (NAVKARBUILDERS) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their Annual Report on the business andoperations of the Company together with its Audited Accounts for the year ended 31stMarch 2018. The Management Discussion and Analysis is also included in this Report.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Rs. In Lacs)
Particulars Year Ended 31.03.2018 Year Ended 31.03.2017
Gross Sales/Income 5850.42 4215.40
Depreciation 79.41 83.90
Profit/(Loss) before Tax 45.54 17.33
Taxes/Deferred Taxes (7.99) (20.55)
Profit/(Loss) After Taxes 53.53 37.88
P& L Balance b/f 1488.45 1450.56
Proposed Dividend 17.45 17.45
Dividend Distribution Tax 3.55 3.49
Impairment in Property Plant Equipment 263.18 -
Sheet Profit/ (Loss) carried to Balance 1257.78 1467.50

During the year under review the total income was Rs. 585041956/- as compared to Rs.421540530/- of that of the previous Year. The Company has provided Rs. 7941137/- fordepreciation. After making all necessary provisions for current year and after taking intoaccount the current year net profit and total provisions for taxation the surplus carriedto Balance Sheet is Rs.5352646/-.

NATURE OF BUSINESS:

The Company is engaged in the Business of Infrastructure Activity including providingand supplying Ready Mix Concrete and RCC Pipes.

There was no change in the nature of the business of the Company during the year underreview.

DIVIDEND:

Your directors are pleased to recommend 1% dividend on Equity Shares for the year ended31st March 2018 aggregating Rs.1745440/- and Dividend Distribution taxaggregating Rs.355307/-.

TRANSFER TO RESERVES:

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs.5352646/- has been carried forward toprofit & loss account after provision for proposed dividend and dividend distributiontax.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has two associate company named Navkar Fiscal Services Private Limited andEfficent Tie-Up Private Limited.

Financial Details of Navkar Fiscal Services Private Limited is as under.

Particulars Year Ended 31.03.2018 Year Ended 31.03.2017
(Rs. in lacs) (Rs. in lacs)
Gross Sales/Income 5.40 25.60
Less Depreciation 0 0
00 00
Profit/(Loss) before Tax 5.10 25.24
Taxes/Deferred Taxes 0.05 0.15
Profit/(Loss) After Taxes 5.05 25.09
P& L Balance b/f 13.85 -11.24
Profit/ (Loss) carried to Balance Sheet 18.90 13.85

The Company is engaged in the Business of Real Estate and Construction Consultancy.

Financial Details of Efficent Tie-Up Private Limited is as under.

Particulars Year Ended 31.03.2018 Year Ended 31.03.2017
(Rs. in lacs) (Rs. in lacs)
Gross Sales/Income 7.83 1963
Less Depreciation Nil Nil
Profit/(Loss) before Tax 4.03 17.82
Taxes 0.02 0.07
Profit/(Loss) After Taxes 4.01 17.75
P& L Balance b/f 58.19 40.44
Profit/ (Loss) carried to Balance Sheet 62.20 58.19

The Company is engaged in the Business of Trading.

SHARE CAPITAL:

During the year the Authorised Equity Share Capital has been increased fromRs.200000000/- divided into 20000000 of Rs.10/- each to Rs.220000000/- dividedinto 22000000 of Rs.10/- each in the Extra Ordinary General Meeting held on 01stMarch 2018.

During the year the paid up Equity Share Capital has been increased from Rs.174533000/- to Rs.198838000/- through issue Equity Shares on Preferential Basis topromoters and non promoters in the Board Meeting of the Company held on 13thMarch 2018. During the year the Company has also issued Warrants convertible into EquityShares on Preferential Basis to promoters and non promoters at its Extra Ordinary GeneralMeeting held on 01st March 2018.

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issue of sweat equity shares:

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

FINANCE:

Long Term Debt of the Company stands zero as on 31st March 2018.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2018.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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.

EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such

Risks are categorized in to Strategic Risks Operating Risks & Regulatory Risks. Adetailed exercise is carried out to identify evaluate manage and monitoring all thethree types of risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Mr. Shaileshbhai Manubhai Shah will retire by rotation at the forthcoming AnnualGeneral Meeting of the Company and being eligible offer himself for reappointment.

During the year the company has accepted resignation of Mr. Samir Patel from the postof Managing Director and Director of the Company w.e.f. 13th March 2018.

b) Declaration by an Independent Director(s) and reappointment if any:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

c) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.

d) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Ten (10) Board Meetings and one Independent Directors' meeting and fourAudit Committee Meetings were convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 10200000/- or more perannum Rs. 850000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR): Not Applicable

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2018 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312018 and of the profit of the Company for the year ended on that date; c. that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. that theannual financial statements have been prepared on a going concern basis e. that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; f. that systems to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.

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. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large which is disclose in AOC-2 as "Annexure-A".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March2018. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31stMarch 2018.

BOARD'S COMMENT ON THE AUDITORS' REPORT:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.

AUDITORS:

A. Statutory Auditors

M/s. B. A. Pavagadhi & Co. Chartered Accountants Ahmedabad be and is herebyappointed as Statutory Auditors of the Company to fill the casual vacancy caused by theresignation of M/s. S V K & Associates Chartered Accountants Ahmedabad. The Board ofDirectors of the company recommend appointment of M/s. B. A. Pavagadhi & Co.Chartered Accountants Ahmedabad from the conclusion of this meeting until the conclusionof the Annual General Meeting which will be held in the year 2023 (subject to ratificationat every Annual General Meeting).

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as

" Annexure -B".

Reply for qualification Remark in Secretarial Audit Report:

1. Though the Company has not published notice of board meeting for quarterly financialresult the company has uploaded the same on Website of the company and also submitted toBSE Limited also.

2. The company is in process of filling the form IEPF 2 and also in compliance withsection 96 read with subsection 2 of section 125 of The Companies Act 2013.

3. The company has taken note of the Non compliance and will do necessary action forobtaining Factory License.

4. The company has taken note of the Non compliance with respect to maintenance ofregisters and returns for provident fund Employee State Insurance Corporation and shalltake necessary steps to maintain the same in near future.

5. The Company is in process of appointment of Company Secretary. In absence of thesame the Company has appointed Mr. Dakshesh Shah Managing Director of the Company as aCompliance officer of the Company

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-C".

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form

MGT 9 is annexed herewith as "Annexure-D".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company has been proactive in the following principles and practices of goodcorporate governance. A report in line with the requirements of Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the report on

Management Discussion and Analysis pursuant to Schedule V of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 and the Corporate Governancepractices followed by the Company and the Auditors Certificate on Compliance of mandatoryrequirements are given as an "Annexure "E & F" respectively tothis report.

Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are complied with.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCorporate Governance Report Management

Discussion and Analysis and the Auditors' Certificate regarding compliance ofconditions of Corporate Governance are attached separately and form part of the AnnualReport.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and redressal) Act 2013 and the rules framed thereunder.

During the financial year 2017-18 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2018.

SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.

ACKNOWLEDGMENT:

Your Directors convey thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

By Order of the Board of Directors
Date: 14/08/2018
Place: Ahmedabad
Sd/- Sd/- Sd/-
Dakshesh Shah Ripal Dave Pinki Sagar
Managing Director Director Director
DIN: 00561666 DIN: 07192664 DIN: 08113318