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Navkar Builders Ltd.

BSE: 531494 Sector: Infrastructure
NSE: N.A. ISIN Code: INE268H01010
BSE 00:00 | 14 Aug 18.95 -0.05
(-0.26%)
OPEN

18.90

HIGH

19.00

LOW

18.90

NSE 05:30 | 01 Jan Navkar Builders Ltd
OPEN 18.90
PREVIOUS CLOSE 19.00
VOLUME 5842
52-Week high 42.85
52-Week low 15.30
P/E 70.19
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.90
CLOSE 19.00
VOLUME 5842
52-Week high 42.85
52-Week low 15.30
P/E 70.19
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2017. The Management Discussion and Analysis is also included in this Report.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Rs. In Lacs)

Particulars Year Ended Year Ended
31.03.2017 31.03.2016
Gross Sales/Income 4215.40 6487.30
Depreciation 83.90 191.17
Profit/(Loss) before Tax 17.33 345.45
Taxes/Deferred Taxes 118.50
Profit/(Loss) After Taxes 37.88 226.94
P& L Balance b/f 1450.56 1328.75
Proposed Dividend 17.45 87.27
Dividend Distribution Tax 3.49 17.86
Profit/ (Loss) carried to Balance Sheet 1467.50 1450.56

During the year under review the total income was Rs. 421540530 /- as compared to Rs.648730098/- of that of the previous Year. The Company has provided Rs. 8389754/- 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. 3788761 /-.

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 2017 aggregating Rs. 1475440/- and Dividend Distribution taxaggregating Rs. 349066/-.

TRANSFER TO RESERVES:

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 1694255/- has been carried forward toprofit & loss account after provision for proposed dividend and dividend distributiontax.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OFSUBSIDIARIES ASSOCIATES 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 Year Ended
31.03.2017 31.03.2016
Gross Sales/Income 25.60 52.59
Less Depreciation 0 0.00
Profit/(Loss) before Tax 25.24 51.74
Taxes/Deferred Taxes 0.15 0.45
Profit/(Loss) After Taxes 25.09 51.29
P& L Balance b/f -11.24 -62.54
Profit/ (Loss) carried to Balance Sheet 13.85 -11.24

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 Year Ended
31.03.2017 31.03.2016
Gross Sales/Income (Rs. in 1962500 (Rs. in lacs) 4366386
lacs)
Less Depreciation Nil Nil
Profit/(Loss) before Tax 1782430.27 4148155.50
Taxes 6968.00 68960.00
Profit/(Loss) After Taxes 1775462.27 4079195.50
P& L Balance b/f 4043693.95 (35501.55)
Profit/ (Loss) carried to Balance Sheet 5819156.22 4043693.95

The Company is engaged in the Business of Trading.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2017 was Rs. 174533000/-.

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:

The Company has repaid the installments of Term Loans amounting to Rs. 21664320/-during the current year.

Long Term Debt of the Company stands zero as on 31st March 2017.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2017.

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. Rameshchandra Patel will retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer himself for reappointment.

The company has accepted resignation of Mr. Rashmikant Mankodi from the post of companySecretary on 14.02.2017 during the year under review.

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 Eleven (11) Board Meetings and one Independent Directors' meeting andfour Audit Committee Meetings were convened and held. The details of which are given inthe Corporate 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 2017 the applicable accounting standards have been followed along withproper explanation relating to material departures if any; b. that such accountingpolicies have been selected and applied consistently and judgment and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2017 and of the profit of the Company for the yearended on that date; c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. that the annual financial statements have been prepared on agoing concern basis e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; f. that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating 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

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.

AUDITORS:

A. Statutory Auditors

The Company has ratify appointment of M/s. S V K & Associates CharteredAccountants Ahmedabad as Statutory Auditors of the company which was appointed as astatutory auditor of the Company in Annual General Meeting which was held on 13thSeptember 2016 for a block of 5 year until the conclusion of the annual General Meetingto be held in 2021.

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 -A".

Reply for qualification Remark in Secretarial Audit Report:

1. Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and also submitted to BSE Limited also.

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

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 not any Material changes occurred subsequent to the close of the financialyear of the 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-B".

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-C".

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 onManagement Discussion and Analysis and the Corporate Governance practices followed by theCompany and the Auditors Certificate on Compliance of mandatory requirements are given asan "Annexure "D & E" respectively to this 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 of conditions of Corporate Governance are attachedseparately and form part of the Annual Report.

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 2016-17 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2017.

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 Place : Ahmedabad Date : 14/08/2017

Sd/- Sd/- Sd/- (Samir Patel) (Dakshesh Shah) (Shailesh Shah) Managing Director ManagingDirector Director & CFO DIN: 01852150 DIN: 00561666 DIN: 02231177