To the members navkar corporation limited
Your board of directors has immense pleasure in presenting the 13th (thirteenth) annualreport of navkar corporation limited
("the company" or "navkar") covering the business and keyoperational highlights together with audited financial statements for the financial yearended on march 31 2021.
1. Financial highlights and performance overview:
a summary of the financialperformance of the company for the financial year 2020-21 ascompared to the previous financial year is given below:
|Particulars ||Fy 2020-21 ||Fy 2019-20 |
|Total revenue ||67390.19 ||56793.23 |
|Total expenses ||64120.74 ||49051.95 |
|Profit before tax ||3269.45 ||7741.28 |
|Tax expenses || || |
|Current tax ||570.00 ||1361.72 |
|Earlier year tax ||(20.88) ||(18.63) |
|Deferred tax expenses ||1127.40 ||1866.92 |
|Total tax expenses ||1676.52 ||3210.01 |
|Profit after tax (a) ||1592.93 ||4531.27 |
|Other comprehensive income net of tax || || |
|) (b itemsthatwillnottobereclassifiedto profit and loss ||(9.34) ||(22.49) |
|Total comprehensive income for the year (a + b) ||1583.59 ||4508.78 |
|Earning per equity shares (face value rs.10/- per share) ||1.06 ||3.01 |
|Basic and diluted || || |
financial statements have been prepared in accordance with the indian accountingstandards ("ind-as") notified under section 133 of the companies act 2013 readwith companies (indian accounting standards) rules 2015 as amended from time to time.
key performance indicators
the total revenue of your company stood at rs.67390.19
Lakhs for the financial year ended march 31 2021 as against rs.56793.23 lakhs for theprevious financial year. The profit before tax is rs.3269.45 lakhs for the current yearas against rs.7741.28 lakhs in previous financial year. After making provision for taxnet profit of your company is rs.1592.93 lakhs as against rs.4531.27 lakhs in theprevious financial year.
2. Business overview and state of company's affairs:
the company operates into (a) container freight stations or cfss (b) inland containerdepot or icd and (c) rail terminals also referred to as private freight terminals or pftsby the indian railways.
container freight stations
container freight stations serve a gateway port. In our case our three containerfreight stations serves the gateway port of nhava sheva (also called jawaharlal nehru porttrust). Company has three container freight stations two at ajiwali and one at somathane all in panvel taluka maharashtra import containers nominated by containershipping lines or consignees are required to be evacuated from the port premises andtransported to our container freight station. After arrival at the cfs the import ladencontainer is stacked and stored awaiting clearance by the consignee's clearing agent. Theprocess of customs clearance of goods is carried out by the customs broker (earlierreferred to as custom house agent). Similarly cfs provides all the services for exportcargoes. Our cfs provides all the services that are needed to facilitate the clearance ofthe cargoes (exim and domestic). To service the needs of customs clearance and delivery ofthe goods or the laden container itself we are required to have an array of equipment(both big and small) that include reach
Stackers fork lifts cranes slings trailers and other cargo handling equipment. Forstorage purposes there are warehouses which are marked for the storage of export andimport goods. Open areas are marked for stacking and storing import and export containers.As a cfs we provide all the range of services that fall within the guidelines for handlingcargoes and containers from the container yard (cy) of the port's terminal to the cfs andhandover of the goods or the laden container at the cfs. Facilities for parking containerstoring and repairs are available here. Nland container depot i
company owns and operates an inland container depot at tumb village in south gujaratregion. Located just off the mumbai ahmedabad highway this icd at tumb caters to theindustries in entire south gujarat region.
Being a customs facility it serves both hazira port and nhava sheva port though mostof the cargoes get routed via nhava sheva (jnpt) port. The laden import containers of theconsignees are picked up at the container terminals (cts) at nhava sheva port and aremoved by rail or road to icd tumb. At icd tumb the import laden containers are off-loadedfrom the trailer or the rake and stacked aside for storage. Once the consignee is readywith all his documentation and clears them with the customs through his customs broker(cb) the goods are released to the consignee. In many cases the nearby consignees areoffered a package whereby after they have cleared the goods the laden container istransported to their nearby factory. At the factory the laden container is destuffed andthe empty container transported back to icd tumb and arrangements made to return the emptycontainer to the concerned shipping line. Similarly icd tumb provides all the services forexport cargoes. This icd tumb has all the wherewithal like reach stackers cranes forklifts slings for handling all types of cargoes and containers. It has a huge area forparking of trailers and a rail siding (private freight terminal or pft) for handlingtrains that bring in cargoes and containers. Icd tumb also has the added facility forcontainer storage and repairs.
central warehousing corporation (cwc) a government of india enterprise operates manycontainer freight stations (cfss) and inland container depots (icds) throughout india.Some of the facilities in india are given out to private entities that are referred to asstrategic alliance management operator (samo). The samo operates the container freightstation or the inland container depot based on the terms of the tender on which the samowas awarded. On these lines cwc awarded the samo tender of icd valvada in south gujaratto the company and handed over the property of icd valvada with effect from 10th of april2020 for a period of five years and further extendable for a period of
2 years with mutual consent.
navkar operates two railway terminals referred to as private freight terminals (pfts).These terminals are at our somathane (panvel) facility and at icd tumb. While the pft atsomathane is served with three railway tracks the one at icd tumb has four rail tracks.The railway terminals are used for handling export rakes of agro products domestic rakesand container rakes
(referred to as blc rakes. The pfts handle all types of railway rakes (exim anddomestic) at somathane and tumb. All rakes arriving with cargoes are handled as per theguidelines of the indian railways.
3. Global health pandemic from covid-19
the novel corona virus that spread rapidly across the globe was named covid-19 by theworld health
Organization and declared as a pandemic was not only a health crisis it hadfar-reaching implications on the global economy. The pandemic led to a sharp decline inglobal trade lower commodity prices and tighter liquidity conditions. The contraction ingdp seen in many countries including india was because of reduced economic activity andrestricted mobility due to covid-19 as people curtailed discretionary spending andfocused on essentials and precautionary savings due to the level of uncertainty.
the lockdown which was began on march 22 2020 and was continued during the year underreview. The lockdown began to have a deleterious effect on the movement of local goods andexim cargoes thereby seriously impacting the transportation and logistics sector. Despitethe ports and port-related activities being designated as essential services thedifficulties for carrying out the functions of transportation and cargo handling werechallenging.
in enforcing social distancing to contain the spread of the disease and for health safety of employees partners and customers company has taken various necessaryprecautionary steps like sanitization providing masks hand sanitizers disinfectants andtemperature checks for staff and essential visitors at all facilities. Company has alsoprovided it infrastructure & connectivity to most of the staff to efficiently enablethem to work from home' and minimize the spread of covid-19.
cfs/icd are playing an important role in supply chain of essential and non-essentialgoods. Covid 19 has impacted both supply and demand side. As many export factorieshave closed this has brought down the movement of exports through our facilities. At thesame time importers have not been able to come and clear their goods resulting incontainers piling up inside the cfss and icd. Due to this pile-up of imports additionaloperations are required to be done for cfs/ icd for extracting containers for delivery toimporters. Shortage of labours as well as drivers to operate trucks for container handlingand transportation has affected smooth evacuation from/to nhava sheva leading to increasein dwell time.
currently india is experiencing a massive second wave of covid-19 infections. Howeverwe expect no major changes in the economic activity as the nation is preparing to face thepandemic with vaccines and preparedness.
4. Transfer to reserves:
details of reserve and surplus are provided in note no. 19 of the financial statement.
the board of directors of your company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any dividend for thefinancial year ended march 31 2021.
as per regulation 43 a of the securities and exchange
Board of india (listing obligations and disclosure requirements) regulations 2015(hereinafter referred to as "listing regulations") the company has formulated
Dividend distribution policy taking into account the parameters prescribed in the saidregulations. The dividend distribution policy is available on company's website athttps://www.navkarcfs.com/b/download/ policies/dividend-distribution-policy.pdf
6. Changes in the nature of business :
the company continued to provide logistics services to its customers and hence therewas no change in the nature of business of the company during the year under review.
7. Material changes and commitments affecting financialpo sition of the company:
there are no material changes and commitments affecting the financial position of thecompany subsequent to close of financial year 2020-21 till the date of this report.
8. Significant and material orders passed by the regulators or courts ortribunals: and material during the year under review no significant orders have beenpassed by any regulator or court or tribunal which would impact going concern status ofthe company and its future operations.
9. Public deposit:
during the year under review the company has not accepted any deposits from the publicfalling within the meaning of the provisions of chapter v acceptance of depositsunder companies act 2013 read with the companies (acceptance of deposits) rules 2014.
10. Internal financial controls:
the company has complied with internal financial controls (ifc) as per section-134 (5)of companies act 2013 and regulation 17(8) of listing regulations in terms of internalcontrol over financial reporting.
the company's internal financial control framework comprises of internal controls overfinancial reporting operating controls and fraud prevention controls etc. The frameworkis designed to ensure accuracy completeness and reliability of financial records orderlyand efficient conduct of business and safeguarding of assets as well as prevention anddetection of fraud. The company has a mechanism of testing the controls at regularintervals for design and operating effectiveness.
further the auditors state that the internal financial controls are adequate withreference to financial statements and controls are operating effectively. The companybelieves that strengthening of internal controls is an ongoing process and there will becontinuous efforts to keep pace with changing business needs and environment.
11. Risk management:
robust risk management structure has been devised that proactively identifiesthe risksfaced by the company and helps in mitigating them. During the year under review thecompany has identified and evaluated elements of
Business risks. Business risk inter-alia further includes financial risk regulatoryrisk competition risk
Environment risk legal risk etc. The risk management framework defines the riskmanagement approach of the company and includes periodic review of such risk and alsodocumentation mitigating controls and reporting mechanism of such risk. The board ofdirectors and senior management currently assess the operations and operating environmentto identify potential risk and take necessary actions to mitigate the same.
pursuant to the regulation 21 of listing regulations with respect to the formation ofthe risk management committee is not applicable to your company for the financial yearended march 31 2021.
12. Internal control system & their adequacy:
the board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. For more details refer to the internal control systems and theiradequacy' section in the management discussion and analysis report which forms part ofthis annual report.
13. Share capital:
during the year under review there is no change in the authorised issued subscribedand paid-up share capital of the company.
as on march 31 2021 the authorised share capital of the company is rs.2260000000/-(rupees two hundred
Twenty six crore) divided into 215000000 equity shares of rs.10/- each 5000000 0%cumulative redeemable preference shares of rs.10/- each and 600000 6% cumulativeredeemable preference shares of rs. 100/- each.
as on march 31 2021 the issued subscribed and paid up share capital of the company isrs.1538170810 /-
(rupees one hundred fifty three crore eighty one lakh seventy thousand eight hundredten only) divided into 150519181 (fifteen crore five lakhs nineteen thousand onehundred eighty one) equity shares of
Rs.10/- (rupees ten) each 2300000 (twenty three
Lakh) 0% cumulative redeemable preference shares of rs.10/- (rupees ten) each and 99790(ninety nine
Thousand seven hundred ninety) 6% cumulative
Redeemable preference shares of rs.100/- (rupees one
Hundred) each .
14. Credit rating:
The company had received credit rating from india rating & research (ind-ra) whichdenotes high degree of safety regarding timely servicing of financial obligation. Thecompany had received the following credit ratings for its term loan and cash creditfacilities.
|Instrument type ||Date of i ssuance ||Coupon rate (%) ||Maturity date ||Size of issue (million) ||Rating/outlook ||Rating action |
|Term loan ||- ||- ||Fy 30 ||2679.9 (reduced from rs.3060) ||Ind a - / stable ||Downgraded |
|Cash credit facilities ||- ||- ||- ||Rs.300 ||Ind a-/stable/ind a2+ ||Downgraded |
|Non-fund-based limits ||- ||- ||- ||Rs.100 ||Ind a2+ ||Assigned |
|Proposed term loan* ||- ||- ||- ||Rs.840.1 ||Provisional ind a-/stable ||Assigned |
*the ratings are provisional and shall be confirmed upon the sanction and execution ofloan /transaction documents for the above instruments to the satisfaction of ind-ra.
15. Loans guarantees and investments under section 186
during the year under review the company had not granted any loans guarantees andinvestments made as mentioned under section 186 of the companies act 2013.
16. Requirements for maintenance of cost records
the company is not required to maintain the cost records as specified by centralgovernment under section 148 (1) of the companies act 2013 and rules made thereunder.
17. Subsidiary associates and joint venture company
the company does not have any company which is its subsidiary associate or jointventure. Hence the details of this clause is not applicable to the company.
18. Board of directors and key managerial personnelo f the company
the board of directors holds fiduciary position and is entrusted with theresponsibility to act in the best interests of the company. The board at its meetingsdeliberate and decide on strategic issues including review of policies financial mattersdiscuss on business performance and other critical matters for the company.
Committees constituted by the board focus on specific areas and take informed decisionswithin the framework of the delegated authority and responsibility and make specificrecommendations to the board on matters under its purview. Decisions and recommendationsof the committees are placed before the board for consideration and approval as required.
composition of board of directors of the company is duly constituted with properbalance of executive directors non-executive non- independent director and non-executiveindependent directors including women director in accordance with the provision ofcompanies
Act 2013 and regulation 17 of listing regulations.
All the directors have rich experience and specialised knowledge in sectors coveringlogistics economics law finance accountancy and other relevant areas.
as on march 31 2021 your board had six directors comprising of two executivedirectors including one executive chairman three independent directors including onewomen independent director and one non-executive non-independent director. Inductionretirement resignation and reappointments
1. Capt. Dinesh gautama whole-time director & ceo (din: 02384688) resigned as amember of the board and key managerial position of the company w.e.f. August 07 2020 todevote more time to his other commitments. The disclosure in this regard is available at:https://www.navkarcfs.com/b/download/ resignation-of-director.pdf
2. Mr. Jayesh n. Mehta (din: 00510313) was appointed as non- executive non-independentdirector w.e.f. September 02 2020 further his appointment as director of the companyregularized and approved in last annual general meeting. The disclosure in this regard isavailable at: https://www.navkarcfs.com/b/ download/unaudited-financialresults-30.06.2020. Pdf
3. Mr. Shantilal jayavantraj mehta (din 00134162) was reappointed as chairman andmanaging director w.e.f. October 01 2020 further his re-appointment approved in lastannual general meeting. The disclosure in this regard is available at: https://www.Navkarcfs.com/b/download/unaudited-financial-
4. In accordance with the articles of association of the company and provisions ofsection 152 of the companies act 2013 mr. Jayesh nemichand mehta (din: 00510313) liableto retires by rotation at the ensuing agm and being eligible seeks reappointment. Basedon the performance evaluation and recommendation of the nomination and remunerationcommittee the board recommends his reappointment.
5. Mr. Nemichand jayavantraj mehta (din: 01131811) will complete his present term as awhole-time director on august 31 2021. The board of directors at the meeting held onaugust 05 2021 on the recommendation of nomination and remuneration committeerecommended for the approval of the members the re-appointment of mr. Nemichandjayavantraj mehta as whole-time director of the company for a period of 03 years witheffect from september 01 2021.
6. Mr. Ashok kumar thakur (din: 07573726) will complete his first term as anindependent director on january 24 2022. The board of directors at the meeting held onaugust 05 2021 on the recommendation of nomination and remuneration committeerecommended for the approval of the members the re-appointment of mr. Ashok kumar thakuras an independent director of the company for a period of 05 years with effect fromjanuary 25 2022.
the resolutions for appointment of directors and their detailed profile have beenincluded in the notice convening the ensuing annual general meeting and details ofproposal for appointment are mentioned in the explanatory statement of the said notice.
composition of board of directors
the composition of the board of directors of the company as on march 31 2021 are asfollows:
|Sr. No. Name of director ||Din ||Designation |
|1. Mr. Shantilal jayavantraj mehta ||00134162 ||Chairman and managing director |
|2. Mr. Nemichand jayavantraj mehta ||01131811 ||Whole-time director |
|3. Mr. Jayesh nemichand mehta ||00510313 ||Non- executive non-independent director |
|4. Mr. Ashok kumar thakur ||07573726 ||Non-executive independent director |
|5. Mr. Sandeep kumar singh ||02814440 ||Non-executive independent director |
|6. Ms. Pooja hemant goyal ||07813296 ||Non-executive independent director |
on the recommendation of nomination and remuneration committee board of directors ofthe company has appointed
Mr. Dinesh mohanlal jain as chief executive officer of the company w.e.f. October 282020. List of key managerial personnelas on march 31 2021 are as follows:
|Sr. No. Name of key managerial personnel ||Pan ||Designation |
|1. Mr. Dinesh mohanlal jain ||Abmpj0989j ||Chief executive officer |
|2. Mr. Anish sewaram maheshwari ||Akepm0964b ||Chief financial officer |
|3. Ms. Deepa gehani ||Bthpg0937p ||Company secretary & compliance officer |
19. Meetings of the board
during the period under review 4 (four) board meetings were convened and duly held. Inthe wake of covid-19 pandemic and to adhere to the lockdown and social distancing normsthe directors were given an option to participate in the meetings of the board andcommittees held after march 2020 through video conferencing/ other audio visual means. Themeetings and agenda items taken up during the meetings complied with the companies act
2013 and listing regulations read with various circulars issued by ministry ofcorporate affairs (hereinafter referred to as "mca") and securities exchangeboard of india (hereinafter referred to as "sebi") due to covid 19 pandemic.
mca and sebi have also given relaxation for maximum time gap between any two boardmeetings. During the year under review the intervening time gap between two meetings werein accordance with the provisions of companies act 2013 read with relevant rules madethereunder secretarial standard-i issued by institute of
Company secretaries of india and provisions of listing regulations and relevantcirculars/notifications issued by
Mca and sebi . The dates of board meetings and details of attendance of each directorhas been disclosed in the corporate governance report.
the board committees constitution is in acquiescence of provisions of the companiesact 2013 the relevant rules made thereunder listing regulations and the articles of
Association of the company. The board has constituted the following committees of theboard of directors of the company:
1. Audit committee
2. Nomination and remuneration committee
3. Stakeholders relationship committee
4. Corporate social responsibility committee
5. Finance and operation committee
the details of all the above committees along with their composition terms ofreference and meetings held during the year are provided in report on corporate governanceforming part of the annual report.
recommendation of audit committee
during the period under review there were no instances of non-acceptance of anyrecommendation of the audit committee of the company by the board of directors.
Meeting of independent directors
your company has conducted one (1) separate meeting of independent directors consistingof mr. Ashok kumar thakur mr. Sandeep kumar singh and ms. Pooja
Hemant goyal as prescribed under listing regulations and section 149 of companies act2013.
during the year under review the independent directors of the company met on september02 2020 without the presence of the non-independent directors and members of the seniormanagement of the company.
at the said meeting the independent directors of the company inter alia reviewed theperformance of the non-independent directors the board as a whole and reviewed theperformance of the chairman of the company taking into account the views of the executiveand non-executive directors and assessed the quality quantity and timeliness of flow ofinformation between the management and the board for effective discharge of their duties.
no sitting fees were paid to the independent directors of the company for participatingin the said meeting.
declaration byin dependent directors
in accordance with provisions of section 149(7) and schedule iv of the companies act2013 and regulation
16 of the listing regulations all the independent
Directors have submitted the declaration of independence respectively confirming thatthey meet the criteria of independence.
board in terms of regulation 25 of listing regulations has examined the veracity ofdeclarations submitted by respective directors. Further none of the directors aredebarred from holding office as director by virtue of any order of the sebi or any othercompetent authority. The independent directors have complied with the code applicable forindependent directors as stipulated under schedule iv of the companies act 2013.
declaration from directors and practising professional
based on the written representations pursuant to provisions of section 164 of thecompanies act 2013 received from the directors of the company none of the directors ofthe company is disqualified to act as a
Director as on march 31 2021.
mehta & mehta practicing company secretaries also have certified that none of thedirectors of the company have been debarred or disqualified from being appointed orcontinuing as director of the company by sebi or
Mca or any such statutory authority. The said certificate is attached in the corporategovernance report which forms part of this annual report.
20. Performance evaluation of the board of directors and its committees
pursuant to the provisions of the companies act
2013 regulation 17 (10) and other applicable listing
Regulations and in consonance with guidance note on board evaluation issued by thesebi the board on the recommendation of the nomination and remuneration committee of thecompany carried out an annual performance evaluation of the board as a whole and directorsindividually. The board also carried evaluation of the working of its various committeesfor the year under consideration.
the performance evaluation of the directors was carried out by the entire board otherthan the director being evaluated. The performance evaluation of the chairman and thenon-independent directors were carried out by the independent directors.
the nomination and remuneration committee carried out the performance evaluation of allthe directors of the company. The directors expressed their satisfaction over theevaluation process. The evaluation process covers a structured questionnaire forevaluation by board members and format has been designed after taking inputs received fromthe directors and process of evaluation has been detailed below:
21. Auditors and auditors' report statutoryau ditors
members of the company at the annual general meeting held on september 27 2019approved the appointment of uttam abuwala ghosh & associates (frn 111184w)
Chartered accountants as the statutory auditors of the company for a period of 5 yearscommencing from the conclusion of the11th annual general meeting till the conclusion ofthe 16th annual general meeting of the company in accordance with the provisions of thesection 139 companies act 2013.
the statutory auditors have confirmed their eligibility under section 141 of thecompanies act 2013. Further as required under the relevant provisions of regulation
33 (d) of sebi listing regulations the statutory auditors had also confirmed that theyhad subjected themselves to the peer review process of the institute of chartered
Accountants of india (icai) and they hold a valid certificate issued by the peer reviewboard of icai.
statutory auditors' report
the financial statements of the company have been prepared in accordance withapplicable indian accounting
Standards (ind as) notified under section 133 of the
Companies act 2013. The statutory auditor's report does not contain anyqualifications reservations adverse remarks or disclaimers. The notes to the accountsreferred to in the auditors' report are self-explanatory and therefore do not call for anyfurther clarification under section 134(3)(f) of the act.
pursuant to section 204 of the companies act 2013 your company had appointed mehta& mehta practicing company secretaries mumbai to conduct secretarial
Audit for the financial year 2020-21. The company has provided all assistance andfacilities to the secretarial auditor for conducting their audit in fair and transparentmanner.
secretarial audit report
the secretarial audit report on the compliance of the applicable acts laws rulesregulations guidelines listing agreement standards etc. As stipulated by the provisionsof section 204 of the companies act 2013 read with the companies (appointment andremuneration of managerial personnel) rules 2014 forms part of this report as annexure-ithe secretarial auditor's report does not contain any qualifications reservationsadverse remarks.
Annual secretarial compliance report
the company has undertaken an secretarial compliance audit for the financial year2020-21 for all applicable compliances as per sebi rules regulations circulars
Notifications guidelines etc. Issued thereunder. The
Annual secretarial compliance audit report duly issued by practicing companysecretaries mehta & mehta has been submitted to the stock exchanges with in prescribedtime.
Reporting of fraud by auditors
during the year under review neither the statutory auditors nor the secretarialauditors has reported to the audit committee under section 143 (12) of the companies act2013 any instances of fraud committed against the company by its officers or employeesthe details of which would need to be mentioned in the board's report.
the company appointed k.v.m.r. & company (frn 016531c) chartered accountants asinternal auditors of the company for the financial year 2020-21 as well as 2021-22. Duringthe year the company continued to implement their suggestions and recommendations toimprove the control environment. Their scope of work includes review of processes forsafeguarding the assets of the company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. Internalauditors findings are discussed with the process owners and suitable corrective actionstaken as per the directions of audit committee on an ongoing basis to improve efficiencyin operations.
22. Related partytran sactions
all transactions entered by the company during the financial year 2020-21 with relatedparties were in compliance with the provisions of the companies act
2013 and listing regulations. All related party transactions entered into during theyear under review were approved by the audit committee and the board from time to timeand the same are disclosed in the financial statements of your company for the year underreview. The company had obtained prior approval of the audit committee for all the relatedparty transactions during the financial year
2020-21 as envisaged in regulation 23(2) of the listing
Regulations and section 177 of the companies act 2013. Further the audit committeehad given prior omnibus approval under regulation 23(3) of the listing regulations andprovisions of section 177 of the companies act 2013 for related party transactions thatare foreseen and of repetitive in nature during the period under review and the requireddisclosures are made to the audit committee on quarterly basis.
the particulars of contracts or arrangements with related parties referred to insection 188(1) read with section 134(1)(h) and applicable rules of the companies act 2013are provided in the prescribed form aoc-2 as annexure-ii which forms part of thisreport.
the policy on materiality of related party transactions and dealing with related partytransactions as approved by the board of directors of the company can be viewed on thewebsite of the company through the link: http://navkarcfs.com/b/download/policies/rpt-policy.pdf
23. Nomination and remuneration policy for directors key managerial personnel seniormanagement personnel and other employees
in terms of the provisions of section 178(3) of the act and regulation 19 read withpart d of schedule ii to the
Listing regulations the nomination and remuneration
Committee is responsible for formulating the criteria for determining qualificationpositive attributes and independence of a director. The nomination and remunerationcommittee is also responsible for recommending to the board a policy relating to theremuneration of the directors key managerial personnel senior management personnel andother employees. In line with this requirement the board has adopted the nomination andremuneration policy which is reproduced in annexure-iii forming part of thisreport.
salient features of this policy are as under:-
the philosophy for remuneration of directors key managerial personnel seniormanagement personnel and all other employees of the company is based on the commitment offostering a culture of leadership with trust. The remuneration policy is aligned to thisphilosophy.
independent directors and non-independent non-executive directors may receivesitting fees and such other remuneration as permissible under the provisions of companiesact 2013 and approved by board of directors and members. (for attending the meetings ofthe board and committees of which they may be members).
overall remuneration should reflect the size of the company complexity of thesector/industry/ company's operations and the company's capacity to pay the remuneration.
the nomination and remuneration committee will recommend to the board theremuneration paid for each director based upon the outcome of the evaluation process whichis driven by various factors including attendance and time spent in the board andcommittee meetings individual contributions at the meetings and contributions made bydirectors other than in meetings.
the extent of overall remuneration to managing director / executive directors/ keymanagerial
Personnel / rest of the employees should be sufficient to attract and retain talentedand qualified individuals suitable for every role.
the remuneration mix for the managing director / executive directors is as per theresolution approved by the shareholders.
the said policy of the company has been hosted on the website of the company athttps://www.navkarcfs.com/b/ download/policies/nomination-&-remuneration-policy.Pdf?v=1.3
24. C orporate socialre sponsibility
in compliance with the provisions of section 135 of the companies act 2013 read withthe companies (corporate social responsibility policy) rules 2014 the company has aboard level corporate social responsibility (csr) committee. It is committed to ensuringthe social wellbeing of the communities through its corporate social responsibility (csr)initiatives in alignment with the company's key priorities.
on the recommendation of the corporate social responsibility committee the board ofdirectors has adopted and formulated comprehensive corporate social responsibility policywhich sets out the objective areas activities and the manner in which the expenditure oncsr obligation would be carried out by the company. The terms of reference of csrcommittee has been disclosed in the corporate governance section of annual reportand a detailed breakup of expenditure carried out on csr activities has been disclosed inthe corporate social responsibility report attached as annexure-iv of
Board's report. The policy has also been hosted on the website of the company athttps://www.navkarcfs.com/b/ download/policies/csr-policy.pdf
25. Whistleblower policy and vigilme chanism
the company has adopted a whistle blower policy and established the necessary vigilmechanism which is in line with the regulation 22 of the listing regulations and section177 of the companies act 2013. Pursuant to the policy the whistle blower can raiseconcerns relating to reportable matters (as definedinthepolicy) from the auditors of thecompany such as unethical behavior breach of code of conduct policy actual or suspectedfraud any other malpractice impropriety or wrongdoings illegality non-compliance oflegal and regulatory requirements retaliation against the directors & employees andinstances of leakage of/suspected leakage of unpublished price sensitive information ofthe company etc.
further the mechanism adopted by the company encourages the whistle blower to reportgenuine concerns or grievances to the audit committee and provides for adequatesafeguards against victimization of whistle blower who avail of such mechanism and alsoprovides for direct access to the chairman of the audit committee in appropriate orexceptional cases. The audit committee oversees the functioning of the same further nopersonnel have been denied access to the audit committee during the financial year underreview. The details of this policy is explained in the corporate governance report andalso posted on the website of the company at: https://www.navkarcfs.com/b/download/policies/vigil-mechanism-or-whistle-blower-policy. Pdf?v=1.3 there was no instance of suchreporting received during the financial year ended march 31 2021.
26. Disclosure under section 22 of the sexual harassment of women at workplace(prevention prohibition and redressal act 2013
as per the requirements of the sexual harassment of women at workplace (preventionprohibition and redressal) act 2013 (hereinafter referred to as
"prevention of sexual harassment act") the company has formulated a policyon prevention of sexual
Harassment at workplace for prevention prohibition and redressal of sexual harassmentat workplace and an internal complaints committee has also been set up to redress any suchcomplaints received.
the company is committed to providing a safe and conducive work environment to all ofits employees and associates.
the company periodically conducts sessions for women employees across the organizationto build awareness about the policy and the provisions of prevention of
Sexual harassment act. During the financial year 2020-
21 no case in the nature of sexual harassment was reported at any workplace of thecompany.
27. Corporate governance
company's corporate governance practices are a reflection of value system encompassingculture policies and relationships with the stakeholders. Integrity and transparency arekey to corporate governance practices to ensure that company gain and retain the trust ofstakeholders at all times. It is about maximizing shareholder value legally ethically andsustainably. The
Board exercises its fiduciary responsibilities in the widest sense of the term.
the report on corporate governance as stipulated under
Regulation 34 of listing regulations is provided together regarding with a certificatecompliance of conditions of corporate governance as of the stipulated under listingregulations. A certificate chief executive officer and chief financial officer the companyin terms of listing regulations inter alia confirming the correctness of the financialstatements and cash flowstatements adequacy of the internal control measures andreporting of matters to the audit committee is also annexed. Also a declaration signed bythe chief executive officer stating that members of the board and senior managementpersonnel have affirmed the compliance vide code of conduct of the board and seniormanagement is attached to the report on corporate governance.
28. Business responsibilityreport
pursuant to regulation 34 (2) (f) of the listing regulations a business responsibilityreport (brr) is required to be published by the top 1000 listed companies based on marketcapitalization. The brr describes the initiatives taken by the company from environmentalsocial and governance perspective in the format prescribed under sebi circular no.Cir/cfd/cmd/10/2015 and the same is forming part of annual report and is hosted on thewebsite of the company at www.navkarcfs.com
29. Compliance with secretarial standard
the company complies with all applicable mandatory secretarial standards i.e. Ss-1 andss-2 relating to "meetings of the board of directors" and "generalmeetings" respectively issued by the institute of company secretaries of india.
in accordance with provisions of section 134 of the companies act 2013 read withapplicable rules made thereunder the annual return in the prescribed format is availableon the website of the company at the link:https://www.navkarcfs.com/b/download/annual-return-2021. Pdf
31. Conservation of energy technology absorption foreign exchange earnings and outgo
information in accordance with the provisions of section 134(3)(m) of the companiesact 2013 read with rule 8 of the companies (accounts) rules 2014 regarding conservationof energy technology absorption and foreign exchange earning & outgo is given in annexure-vforms part of this report.
32. Code of conduct for directors and senior management personnel the board ofdirectors of the company adopted the code of conduct for the directors and seniormanagement personnel of the company in compliance with regulation
17(5) of the listing regulations. For financial year
2020-21 all board members and senior management personnel of the company have affirmedthe compliance with the code as applicable to them and a declaration to this effect signedby the chief executive officer and forms part of the corporate governance report. Thecompany's code of conduct for directors and senior management is hosted on the website ofthe company at https://www.navkarcfs.com/b/download/policies/code-of-conduct.pdf
33. Particulars of employees
disclosures pertaining to remuneration and other details of as required under section197(12) of the companies act 2013 read with rule 5 of the companies (appointment andremuneration of managerial personnel) rules 2014 and amendments thereto are provided inthe annual report and is attached as annexure-vi and forms an integral part of thisreport.
34. Access to financial statements
in accordance with section 136 of the companies act 2013 the ministry of corporateaffairs circular no. 20/2020 dated 5th may 2020 read with circular no. 02/2021 dated 13thjanuary 2021 and the continuing covid-19 pandemic the audited financial statements ofcompany and all relevant documents are uploaded on the website of the company i.e.Www.navkarcfs.com
35. Director responsibility statement:
pursuant to the requirement under section 134 (5) of the companies act 2013 withreference to directors
Responsibility statement your directors confirm that they have: i. Followed theapplicable accounting standards in preparation of annual financial statements for thefinancial year 2020-21.
Ii. Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at
March 31 2021 and of the profit of the company for the financial year 2020-21 ended onthat date.
Iii. Taken proper and sufficientcare for the maintenance of adequate accounting recordsin accordance with the provisions of the companies act 2013 for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities if any.
Iv. Prepared the annual accounts on a going concern basis.
V. Laid down proper internal financial controls to be followed by the company and thatsuch financial control are adequate and are operating effectively and vi. Devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystem were adequate and operating effectively.
your directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:
1. Issue of equity shares with differential rights as to dividend voting or otherwise;
2. The company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees;
3. Disclosure with respect to voting rights not exercised directly by the employees inrespect of shares to which the esop scheme relates.
4. Issue of shares (including sweat equity shares) to employees of the company underany scheme.
5. The details of application made or any proceeding pending under the insolvency andbankruptcy code 2016 (31 of 2016) during the year along with their status as at the endof the financial year.
6. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof.
37. Cautionary note
the statement in the directors report and the management discussion and analysis reportdescribing the company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. These risks and uncertaintiesinclude the effect of economic and political conditions in india volatility in interestrates new regulations and government policies that may impact the company's business aswell as its ability to implement the strategy. The company does not undertake to updatethese statements.
38. A cknowledgment
your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment in particular during this unprecedented year.The directors place on record their special gratitude towards the front line employees whowere working in our cfss/icd and in the market to ensure timely delivery of services tothe clients.
your directors would also like to place on record the sincere appreciation for theassistance and guidance provided by the mca sebi bse limited the national stockexchange of india limited national securities depository limited central depositoryservices (india) limited and the credit rating agencies government and other regulatoryauthorities other statutory bodies company's bankers members for the assistancecooperation and encouragement and continued support extended to the company.
your directors also gratefully acknowledge all stakeholders of the company viz.Customers dealers vendors and other business partners for the excellent supportreceived from them during the year.
For and on behalf of the board of directors n avkar corporation limited
Shantilal jayavantraj mehta
Chairman and managing director
Place: navi mumbai
Date: august 05 2021