Your directors have pleasure in presenting their Twenty-Sixth Annual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31st March 2019.
During the year under review performance of your company was as under:
| || ||(Rupees in Lakhs) |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Turnover ||14.71 ||632.26 |
|Profit/(Loss) before taxation ||(9.46) ||3.53 |
|Less: Tax Expense ||0.00 ||1.07 |
|Profit/(Loss) after tax ||(9.46) ||2.46 |
|Add: Balance B/F from the previous year ||13.14 ||10.61 |
|Balance Profit / (Loss) C/F to the next year ||(3.72) ||13.14 |
State of Company's Affairs and Future Outlook
Navketan Merchants Limited was incorporated in the year 1994 West Bengal and has beenengaged in trading of mainly yarns and sarees. The Company is listed on Calcutta StockExchange Ltd and Bombay Stock Exchange Ltd.
The Board is positive about the future growth and expects to increase the growth ratein the upcoming financial years.
Change in nature of business if any
There has been no change in the nature of business of the company during the year andthe Company continues to carry on with its existing business.
Details of Subsidiary Joint Venture or Associates
There is no Subsidiary Associates or Joint Ventures as on March 31 2019.
With the view to conserve the resources of the company the directors have notrecommended any dividend during the year.
Amounts Transferred to Reserves
The Board of the company has decided to retain its profit in its surplus account only.
Changes in Share Capital if any
There have been no changes in the share capital of the company during the financialyear ended 31st March 2019.
Disclosure regarding Issue of Equity Shares with Differential Rights
During the Financial Year 2018-2019 the Company has not issued any equity shares withdifferential rights.
Disclosure regarding issue of Employee Stock Options
During the Financial Year 2018-2019 the Company has not issued any Employee StockOptions.
Disclosure regarding issue of Sweat Equity Shares
During the Financial Year 2018-2019 the Company has not issued any Sweat EquityShares.
Extract of Annual Return
As required under the Companies Act 2013 an extract of Annual Return in form MGT 9for the Financial Year ended 2018-2019 is attached with this report as Appendix I.
Performance and Financial Position of Subsidiaries and Associates
There are no Associates or Joint Ventures as on March 31 2019.
Secretarial Audit Report
The Secretarial Audit Report issued by Company Secretary in Practice has been annexedto this Report as Appendix II.
The Committee met four times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The Committee as on 31stMarch 2019 comprises of Ms. Anshu Diwan Mr. Shovan Modak and Mr. Kamal Dani. Allrecommendations made by the Audit Committee during the year were accepted by the Board.
M/s Mamta Jain & Associates Chartered Accountants having Registration No.328746E was appointed as the Statutory Auditors of the Company for a period of fiveconsecutive years from the year ending 31st March 2019 to 31st March 2023. Therequirement for the annual ratification of auditor's appointment at the AGM has beenomitted pursuant to Companies (Amendment) Act 2017 effective from May 7 2018.
Explanation to Auditor's Remarks
The Auditors' report and Secretarial Auditors' Report does not contain anyqualifications reservations or adverse remarks. The Auditor's report and SecretarialAuditors' Report is enclosed with the financial statements in this Annual Report.
Material Changes Affecting the Financial Position of the Company
There were no material changes affecting the Financial Position of the company sinceits last balance sheet date which could have affected the Company.
Particulars of Loan Guarantees and Investments under Section 186
These details have been provided in the Financial Statements of the Company pursuant toSection 186(4).
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2018-19 in the prescribedformat AOC 2 is attached with this report as Appendix MI.
During the year under review the company has not accepted or renewed any deposits undersection 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014.
Conservation of Energy Technology Absorption
The operations of the Company are not energy intensive. However adequate measures havebeen taken to ensure the use of energy-efficient equipments which are environmentfriendly.
Foreign Exchange Earnings and Outgo
|Foreign Exchange Earnings : ||Nil |
|Foreign Exchange Outgo : ||Nil |
Risk Management Policy
The Board has approved a Risk Management Policy in commensuration to the size andnature of the business which includes adherence to general financial discipline and checksto safeguard unauthorized use of company assets and finance. The same are reviewed andrevised as per the needs to minimize and control the risk. The Risk Management Policy ofthe Company's can be accessed at www.navketanmerchants.com
Details of Directors and Key Managerial Personnel
Mr. Amit Kumar Mishra and Mr. Himadri Kumar Dutta Director of the Company resignedfrom the Board with effect from 28.09.2018 and 28.03.2019 respectively.
Ms Kavita Shaw Company Secretary resigned w.e.f 31.01.2019 and Ms Pooja Bothra wasappointed as the Company Secretary of the Company at the meeting held on 28.03.2019.
Mr. Shovan Modak was appointed as Non-Executive - Independent Director with effectfrom 28.03.2019.
Number of Board Meetings
The Board met 7 (seven) times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Details of significant & material orders passed by the regulators or courts ortribunal
No significant or material orders were passed by the regulators or court or tribunalagainst the company.
The company has adopted best practices for fraud prevention and reporting. No fraud onor by the company has been reported by the statutory auditors.
Voluntary Revision of Financial Statements or Board's Report
There has not been any such revision during the year under report.
Receipt of any commission by MD / WTD from the Company or for receipt of commission /remuneration from its Holding or subsidiary
The Managing Director of the company has not received any commission / remunerationfrom the Company or it's Subsidiary during the year under review.
Declaration by Independent Director
The company has received necessary declaration from independent directors under section149(7) of the Companies Act 2013 that they meet the criteria of independence as laid downin section 149(6) of the Companies Act 2013 and rules made there under and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) 2015.
Corporate Social Responsibility (CSR) Policy
Since any of the thresholds under section 135 of the companies Act 2013 were nottriggered during the year under review so the Company is not required to frame a CSRPolicy or comply with any other requirements as mentioned under section 135.
Disclosure on Establishment of a Vigil Mechanism
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for:
(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and
(b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriate or exceptional cases.
The Company has taken adequate steps to ensure that all mandatory provisions of"Corporate Governance" as provided in Regulations 17 to 27 of SEBI (ListingObligations and Disclosure Requirements) 2015 as applicable are duly complied.
The Report on Corporate Governance as per the requirement of SEBI (Listing Obligationsand Disclosure Requirements) 2015 forms part of this report as Appendix IV.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
The Company has zero tolerance towards any kind of harassment and the Company has lessthan 10 (ten) employees and no cases of harassment were filed or reported during the yearunder report.
Criteria for Determining Qualifications Positive Attributes and Independence of theDirector
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof section 178(3) of the Act and Part D of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Nomination and remuneration committee (NRC) identifies persons who are qualified tobecome directors in accordance with the criteria laid down. The NRC review the compositionand diversity of Board keeping in view the requirement of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and recommend to theBoard appointment/ reappointment of eligible candidates including their terms ofappointment and remuneration.
Annual Evaluation of Board Performance and Performance of its Committees and Directors
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance. The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices participation in the long-term strategicplanning and the fulfillment of Directors' obligations and fiduciary responsibilitiesincluding but not limited to active participation at the Board and Committee meetings.
Further the Independent Directors at their meeting reviewed the performance of Boardand of Non Executive Directors.
Nomination & Remuneration Committee Policy
The Company has duly constituted a Nomination and Remuneration Committee in compliancewith provisions of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Committee has also adopted aRemuneration Policy for the Directors Key Managerial Personnel and other employees.
Particulars of Employees
The information required under Section 197 details of Ratio of Remuneration of Directorpursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are as under:
|Sl No. Basis ||Particulars || |
|1 The ratio of the remuneration of each wholetime director or managing director to the median remuneration of the employees of the company for the financial year; ||Name of directors ||Ratio |
| ||Kamal Dani ||4:1 |
| ||Name of % increase Directors/CFO/CEO/CS || |
|2 The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; ||There was no increase in the salary of Directors/ CFO/CEO/CS |
|3 The percentage increase in the median remuneration of employees in the financial year; ||Nil || |
|4 the number of permanent employees on the rolls of Company; ||2 excluding Key Managerial Personnel |
|5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; ||There was no significant increase in the salary of employee of the Company in the last financial year. Further managerial personnel have been appointed in the current financial year. The Company currently has nominal profit margin only and direct relationship between changes in remuneration viz-a-viz performance will get reflected in future years |
|6 Affirmation that the remuneration is as per the remuneration policy of the company ||This is hereby confirmed that the remuneration is in accordance with the remuneration policy formulated by the Nomination and Remuneration Committee of the Board and adopted by the Board of the Company |
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the profit/loss of the Company for that period;
c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis;
e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support
|Place: Kolkata ||For and on behalf of the Board of Directors |
|Date : 29th May 2019 || || |
| ||Kamal Dani ||Amit Kumar Bandyopadhyay |
| ||(Managing Director) ||(Director) |
| ||DIN:07960272 ||DIN:00424073 |