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Navkar Urbanstructure Ltd.

BSE: 531494 Sector: Industrials
NSE: N.A. ISIN Code: INE268H01010
BSE 00:00 | 14 Oct 44.75 0.45
(1.02%)
OPEN

46.45

HIGH

46.45

LOW

42.60

NSE 05:30 | 01 Jan Navkar Urbanstructure Ltd
OPEN 46.45
PREVIOUS CLOSE 44.30
VOLUME 10676
52-Week high 55.70
52-Week low 7.07
P/E 117.76
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 46.45
CLOSE 44.30
VOLUME 10676
52-Week high 55.70
52-Week low 7.07
P/E 117.76
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Navkar Urbanstructure Ltd. (NAVKARURBAN) - Director Report

Company director report

To

The Members

Navkar Builders Limited

Your directors have pleasure in presenting their 28th Annual Report on thebusiness and operations of the Company together with its Audited Accounts for the yearended 31st March 2020. The Management Discussion and Analysis is also includedin this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year endedMarch 31 2020 are as under:

(Rs. In Lacs)'

Particulars Year Ended on 31.03.2020 Year Ended on 31.03.2019
Gross Sales/Income 4584.20 15562.24
Depreciation 12.60 87.79
Profit/(Loss) before Tax 94.93 786.18
Taxes/Deferred Taxes 55.94 230.28
Profit/(Loss) After Taxes 38.99 555.90
P& L Balance b/f 1765.96 1257.78
Proposed Dividend - 19.88
Dividend Distribution Tax - 3.98
Impairment in Property Plant Equipment - -
Sheet Profit/ (Loss) carried to Balance 1804.96 1765.96

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

During the year under review the total income was Rs. 4584.20 Lacs as compared to Rs.15562.24 Lacs of that of the previous Year. The Company has provided Rs. 12.60 Lacs 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. 3899686/-.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Infrastructure Activity including providingand supplying Ready Mix Concrete and RCC Pipes. The Company is also expanding itscommercial activities by actively participating in to various Government Tenders.

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

4. FINANCE:

The Company has borrowed loan from Bank during the year under review.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2020 was Rs. 198838000.

During the year the Company has forfeited 429500 convertible warrants due to expiryof time period and forfeited amount received on warrants.

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 employee stock options.

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.

6. DIVIDEND:

However in view of future expansion your directors express their inability torecommend a dividend on Equity Shares of the Company for the year under review.

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company has one Associate Company named as Navkar Fiscal Services Private Limited.

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

Particulars Year Ended on 31.03.2020 (Rs. in lacs) Year Ended on 31.03.2019 (Rs. in lacs)
Gross Sales/Income 5.81 0.00
Less Depreciation 0.00 0.00
Profit/(Loss) before Tax 5.72 (0.08)
Taxes/Deferred Taxes 0.00 0.00
Profit/(Loss) After Taxes 5.72 (0.08)
P& L Balance b/f 17.10 17.17
Profit/ (Loss) carried to Balance Sheet 5.72 17.10

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

8. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Harsh Shah Chairman and Managing Director
Ms. Pinki Sagar Chief Financial Officer
Mr. Raj Shah Company Secretary

b) Changes in Directors and Key Managerial Personnel:

Ms. Pinki Nirmal Sagar (DIN: 08113318) retire by rotation at the forthcoming AnnualGeneral Meeting of the Company and being eligible offer herself for reappointment.

During the year the following changes occurred in the Composition of Board Directorsdue to Appointments and Resignations of several Directors and KMP:

Name and Designation Date of Appointment Date of Resignation
Ms. Pinki Sagar CFO - Executive Director 13/04/2019 -
Mr. Saurabh Jayswal Company Secretary 12/07/2019 18/10/2019
Ms. Bhoomi Shaival Shah Independent Director 03/08/2019 -
Ms. Ripal Dave Executive Director - 03/08/2019
Mr. Harsh Jitendrabhai Shah Executive Director 14/11/2019 -
Mr. Raj Shah Company Secretary 07/12/2019 -
Mr. Dakshesh Shah Chairman and Managing Director - 01/02/2020

c) 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 Regulation27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have complied with the Code of Conduct for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and the Code of conductformulated by the Company as hosted on the Company's Website i.e. www.navkarbuilders.com.

9. EXTRACT OF THE ANNUAL RETURN:

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

10. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met thirteen times (13). The details of theboard meetings are provided in Corporate Governance Report.

13.04.2019 30.05.2019 11.07.2019 03.08.2019 14.08.2019 20.08.2019 21.08.201914.10.2019 18.10.2019 14.11.2019 07.12.2019 01.02.2020 14.02.2020.

One Extra ordinary general meeting was held on 02nd March 2020 for thepurpose of to Regularize appointment of Mr. Harsh Shah (DIN: 01662085) as Director of theCompany and to appoint Mr. Harsh Shah (DIN: 01662085) as Managing Director and Chairpersonof the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors made the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a. That in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2020 and of theprofit of the Company for the year ended on that date;

c. 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;

d. That the annual financial statements have been prepared on a going concern basis

e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

12. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March 2020. Thisis also being supported by the report of the auditors of the Company as no fraud has beenreported in their audit report for the financial year ended 31st March 2020.

13. 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 areself-explanatory and therefore do not call for any further comments under section134(3)(f) of the Companies Act 2013.

14. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act 2013 ("the Act") and the

Companies (Audit and Auditors) Rules 2014 made thereunder the present StatutoryAuditors of the Company M/s. S. V. Agrawal & Co. Chartered Accountants Ahmedabad beand are hereby appointed as Statutory Auditors of the Company from this Annual GeneralMeeting and that they shall hold the office of the Statutory Auditors of the Company fromthe conclusion of this meeting until the conclusion of the Annual General Meeting whichwill be held in the year 2024 on such remuneration as may be fixed by the Board ofDirectors in consultation with them.

The certificate of eligibility under applicable provisions of the Companies Act 2013and corresponding Rules framed thereunder was furnished by them towards appointment of a 5(Five) years term.

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. Due to shut down of factory the regulatory body is not able to provide factoryLicense.

4. The remark as to labor laws and ESIC are self-explanatory and do not require anycomment.

5. The Company has taken serious note about non/late-filing of e-forms under CompaniesAct 2013 and delay in submission of compliance as mentioned under SEBI (LODR) andcommitted to comply with the provisions in coming year.

6. The query as to non-opening and non-payment of dividend account the company hasbeen complied with during the year under review.

15. TRANSFER TO RESERVES:

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 3899686/- has been carried forward toprofit & loss account after provision for proposed dividend and dividend distributiontax.

16. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31stMarch 2020.

17. 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.

18. RELATED PARTY TRANSACTIONS:

The company has not entered into any contracts or arrangements with related partiesduring the year under review.

19. 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.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) 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 & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Company Act 2013 are applicable to the company andfall under Category of Rule 9 of the Corporate Responsibility Rules 2014. The AnnualReport on CSR Activity is annexed herewith as "Annexure C".

22. 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 in which the company operates and reputation as"Risks". Further such Risks are categorized in to Strategic Risks OperatingRisks & Regulatory Risks. A detailed exercise is carried out to identify evaluatemanage and monitoring all the three types of risks.

23. 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 selfcertification 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.

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

The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.

25. 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.

26. 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.

27. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior

Management and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report and is also available on the Company's website at www.navkarbuilders.com.

28. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the Stock Exchanges the Corporate Governance Report Management Discussion andAnalysis and the Auditor's Certificate regarding compliance of conditions of CorporateGovernance are attached separately and form part of the Annual Report.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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

30. 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:

During the Financial Year 2019-20 there were no Material changes occurred subsequent tothe close of the financial year of the Company to which the balance sheet relates and thedate of the report.

31. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure- G" to the Board's report.

None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) 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 2019-20 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2020.

33. TRANSFER OF TRANSFER OF UN-CLAIMED DIVIDENDS:

The Company does not have any funds lying as unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

34. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 123 and 4 issued by theInstitute of Company secretaries of India relating to 'Meetings of the Board of Directors'and General Meetings' 'Payment of Dividend' and 'Report of the Board of Directors'respectively have been duly followed by the Company.

35. ACKNOWLEDGMENT:

Your Directors 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

For Navkar Builders Limited

Date: 28/11/2020 Place: Ahmedabad Sd/- Sd/-
Harsh Shah Pinki Sagar
Managing Director Director & CFO
(DIN: 01662085) (DIN: 08113318)

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