Your Directors present their thirty-fourth Annual Report along with the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March 2020.
(1) FINANCIAL RESULTS :
(Rs in Lakhs)
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from Operations ||144180 ||136054 ||151205 ||144501 |
|Other Income ||2539 ||1938 ||2242 ||1692 |
|Total Revenue ||146719 ||137992 ||153447 ||146193 |
|Expenses ||117205 ||110921 ||126255 ||122223 |
|Profit Before Tax ||29514 ||27071 ||27192 ||23970 |
|Tax Expenses ||7579 ||9324 ||7461 ||9249 |
|Profit AfterTax ||21935 ||17747 ||19730 ||14721 |
|Share of Profit/(Loss) of Associate || || ||(6) ||561 |
|Other Comprehensive Income/(Expense) (net of tax) ||(1521) ||392 ||(1498) ||420 |
|Total Comprehensive Income for the year ||20414 ||18139 ||18226 ||15702 |
(2) DIVIDEND :
During the Financial Year 2019-20 the Company declared two interim dividends amountingto total Rs 8277 Lakhs. The two interim dividends so declared works out to about
37.73% (including dividend distribution tax) of net profit as against your Company'spolicy of distribution of a minimum of 25% of its net profit. of interim dividends betreated as Final Dividend. The Dividend Distribution Policy of the Company as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached. The said Dividend Distribution Policy is attached andmarked as Annexure A' and the same is also available on website of the Company.
(3) OPERATIONS :
Your Company achieved a total revenue (including other income) of Rs 146719 Lakhsduring the year under review as against Rs 137992 Lakhs achieved in the previousfinancial year 2018-19. The EBITDA for the year under review stood at Rs 34351 Lakhs asagainst Rs30703
Lakhs in the previous year. After providing Rs 3529 Lakhs towards depreciation Rs7671 Lakhs for income tax
Rs 141 Lakhs deferred tax Income and Rs 49 Lakhs as short provision of tax of earlieryears your Company achieved Net Profit before OCI ofRs 21935 Lakhs for the year ended31st March 2020 as against Rs 17747 Lakhs achieved in the previous year on standalonebasis The aforesaidpayment thereby registering an increase of over 19%.
(4) PERFORMANCE OF DIVISIONS :
Content Publishing Division:
Your Company's content publishing business clocked a turnover of Rs 69875 Lakhs duringthe year under review as compared to Rs 71076 Lakhs achieved in the previous financialyear. There was a de-growth of about 2 % over the last year.
Your Company's Stationery business improved by 14% over the previous year and achievedturnover of Rs 74124
Lakhs as against turnover of Rs 64812 Lakhs of the previous financial year 2018-19.
(5) FINANCING :
During the year under review the Company has issued Commercial Papers (CPs) to meetworking capital requirements. As on 31st March 2020 the outstanding amount of CPs was Rs130 crores. The other financing requirements of the Company has been met through workingcapital loans from multiple banks.
(6) DIRECTORS' RESPONSIBILITY STATEMENT :
As required under Section 134(3) (c) of the Companies Act 2013 your Directors herebystate:
that in the preparation of annual financial statements for the year ended 31st March2020 the applicable Indian Accounting Standards had been followed along with properexplanation relating to material departures if any;
that 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 at the end of the financial year and ofthe profit and loss of the Company for that period;
that the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
that the Directors had prepared the annual accounts on a going concern basis;
the Directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;
The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
(7) DIRECTORS :
Shri Shailendra J. Gala (DIN: 00093040) Shri Raju H. Gala (DIN:02096613) and ShriNilesh S. Vikamsey (DIN:00031213) Directors of the Company retire by rotation and beingeligible offer themselves for reappointment. Your Directors recommend theirreappointments.
The Board of Directors at its meeting held on 8th August 2019 appointed Shri AnilSwarup (DIN: 08502186) as an Additional Director with effect from 8th August2019. The said appointment was made by the Board upon recommendation made by Nominationand Remuneration Committee at its meeting held on 30th July 2019. YourDirectors propose his appointment as Director of the Company at this Annual GeneralMeeting.
(8) RISK MANAGEMENT POLICY:
During the year under review the Company has identified and evaluated elements ofbusiness risk. Business risk inter-alia includes fluctuations in Foreign ExchangeRegulatory Risk Competition from other players and High Input Costs. The Risk ManagementFramework defines the risk management approach of the Company and includes periodic reviewof such risk and also documentation mitigating controls and reporting mechanism of suchrisks. The Board of Directors and senior management team currently assess the operationsand operating environment to identify potential risks and take necessary action tomitigate the same.As required under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formed RiskManagement Committee to discuss identify evaluate and mitigate the various business risksthat the company may face during its functioning.
(9) CORPORATE SOCIAL RESPONSIBILITY:
Your Company has contributed towards development in the sectors of health and medicalcare education improvement and animal welfare.
Health and Medical care
Awareness generation for health and lifestyle and medical service access was focus toenhance health. Information is key to good health. This was exhibited through awarenessdrive amongst school children on childhood obesity that reached to more than 300000students in 345 schools. As an impact 40000 students participated in drawing competitionon the subject.
Health services were provided to the underpriviledged and unreached communities throughmedical camps that reached out to more than 5083 patients. Amongst these surgeries wereconducted on 510 patients for ailments of eyes gyneacological ailments ENT orthopeadicdental and pediatric problems.
During the dengue and malaria epidemic in Gujarat camp were set up to treat thepatients. More than 1600 patients availed the services and 750 were tested of which 443were provided treatment.
During the year the tribal areas in Mumbai were provided medical access through mobilehealth services program which treated more than 6000 patients.
Your Company believes that wellness can be achieved through healthy regime androutines. Health comes from clean and hygienic surroundings. Cleanliness drive wasconducted on Mumbai beach to encourage youth and citizens to encourage keep city clean.
Education fees educational kits for children belonging to underprivileged groups weresupported in Gujarat and Maharashtra. Amongst these were 1068 children of farmers whocommitted suicide and belonging to deprived communities were provided educational kit at
Kasar Taluka Beed District Maharashtra.
Vocational training for the youth plays an important role in empowering them andshaping their future. Skill based courses such as electrical and mechanical were attendedby 130 students which helped them secure jobs.
Quality of education was also enhanced by digitalising classrooms that resulted ingenerating greater interests amongst 3593 students and enhanced their classparticipation.
More than 114 organisations that reached out to more than 12000 animals receivedsupport by the Company by providing medical care food and shelter to distressed animals.
Environment Development and Others
In drought affected areas of Satara and Amravati water conservation programs wereimplemented by the Company The community participated in construction of trenches bandhsand canals.
CSR annual report is annexed as Annexure B' and forms an integral part of thisReport.
(10) NOMINATION AND REMUNERATION POLICY:
In compliance with the requirements of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has laid down a Nomination and Remuneration Policy (NRC Policy) whichhas been uploaded on the Company's website.
The salient features of the NRC Policy are as under: i) Setting out the objectives ofthe Policy; ii) Definitions for the purposes of the Policy;
iii) Policy for appointment and removal of Director
KMP and Senior Management ;
iv) Policy relating to the Remuneration for the
Managerial Personnel KMP Senior Management Personnel;
v) criteria for selection and appointment of Board members.
(11) BOARD MEETINGS :
Five (5) Board Meetings were held during the financial year ended 31st March 2020. Thedetails of the Board
Meetings with regard to their dates and attendance of each of the Directors thereathave been provided in the Corporate Governance Report.
(12) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:
Your Company has maintained a proper and adequate system of internal controls. TheCompany's internal control procedures which includes internal financial controls ensurecompliance with various policies practices and statutes and keeping in view theorganisation's pace of growth and increasing complexity of operations. This ensures thesafeguarding of assets and properties of the Company and protects against unauthorised useand disposal of the assets. Your Company's internal control systems commensurate with thenature and size of its business operations. The internal auditor's team carries outextensive audits throughout the year across all locations and across all functional areasand submits its reports to the Audit
Committee of the Board of Directors.
(13) INDEPENDENT DIRECTORS :
The Company has received declarations / confirmations from all the IndependentDirectors of the Company as required under Section 149(7) of the Companies Act 2013 readwith Rule 6 of the Companies (Appointment and and Regulation 25(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 that they meet and are incompliance with the criteria of independence as laid down in Section 149(6) of theCompanies Act 2013.
(14) RELATED PARTY TRANSACTIONS:
Related party transactions that were entered into during the Financial Year were atarm's length basis and were in ordinary course of business. There are no materially by thesignificant Company with Promoters Key Managerial Personnel or other designated personswhich may have potential conflict with the interest of the Company at large. All relatedparty transactions were entered into only with prior approval of the Audit Committee. Astatement of all related party transactions is presented before the Audit Committee onquarterly basis specifying the nature value and terms and conditions of the transaction.The Board of Directors has adopted a policy on Related Party
Transactions and the same is available on the website of the Company. Transactions withrelated parties as per requirements of Indian Accounting Standard 24 are disclosed in thenotes to accounts accompanying to the financial statements. Since all related partytransactions entered into by the Company were in the ordinary course of business and atarm's length basis Form AOC- 2 is not applicable to the Company.
(15) PERFORMANCE OF SUBSIDIARIES:
a) eSense Learning Private Limited
Your Company's wholly owned subsidiary Company namely eSense Learning Private Limitedis focussed on providing digital education through eLearning solutions to students inIndia. The revenue of this subsidiary stood at Rs 2058 Lakhs for FY20 as compared to Rs2330 Lakhs in the previous year. The loss (before tax and OCI) of the subsidiaryincreased to Rs 684 Lakhs in FY20 as compared to loss of Rs 113 Lakhs in the previousyear. The subsidiary company continues its focus on scaling up quality of revenues withreducing share of hardware revenues and focusing on B2B model for sustainable growth.
b) Indiannica Learning Private Limited
Indiannica Learning Private Limted your Company's another wholly owned subsidiaryfocuses on enriching the learning experiences in CBSE/ ICSE curriculum. The revenue ofthis subsidiary stood at Rs 5497 Lakhs for FY 20 as compared to Rs 6473 Lakhs in theprevious year. The Company posted a loss (before tax and OCI) of Rs 1834 Lakhs in FY 20as compared to a loss of Rs 2941 Lakhs in the previous year.
c) Na vneet (HK) Limited
This subsidiary was incorporated in January 2017. Your Company holds 70% of its paidup equity share capital. This subsidiary commenced its business activities in FY18-19 andachieved turnover of Rs 283 Lakhs in FY 20.
d) Navneet Learning LLP
The Company holds 93% of voting rights and equivalent share in profit/loss in NavneetLearning LLP (the LLP'). After considering administrative expenses the LLP incurredloss of 49095/- for the Financial Year ended 31 of the Company but thest March2020.
(16) CONSOLIDATED FINANCIAL STATEMENT :
Your Directors have pleasure in presenting Consolidated Financial Statement which formpart of the Annual Report and Accounts.
(17) LISTING OF SECURITIES :
The equity shares of the Company are listed on the BSE Limited (BSE) and National StockExchange of India Limited (NSE) with security ID 508989 and symbol of NAVNETEDULrespectively. The outstanding Commercial Papers issued are listed on NSE under separatesecurity ID for each tranche. The Company confirms that the annual listing fees to boththe stock exchanges for the Financial Year 2020-21 have been paid.
(18) COVID-19 :
In the last month of FY20 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers. The Companytook a series of measures in view of the COVID19 pandemic to ensure safety and health ofall its employees and to ensure compliance with various directives being issued byCentral/State/ Municipal authorities. The Company including its subsidiaries hadinstructed Work from Home' for all the employees of the Company during lock downperiod.
The Company could start its first manufacturing unit in mid April second manufacturingunits in first week of May and third unit in mid May. Your Company's one out of the twomain offices could start working from mid May with limited staff present and bymaintaining social distances and following the advisories issued by the Government ofIndia from time to time for the safety of everyone. Your Company being long term debtfree it has sufficient working capital limits duly sanctioned by the banks. Your Companydo not expect that it will face any liquidity crunch. Your Company being in educationrelated business its performance depends on schools reopening and therefore delay inopening of the schools may affect the profitability can not be ascertained as of now. As aresult of efficient technical facilities provided by your Company to its employeesWork From Home' is happening successfully and securely. Hence all financialreporting and controls are reported as usual. Since all manufacturing units and salesactivities have started the management is confident on its smooth operations in future.
(19) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of loans guarantees or investments covered under the provisions of Section 186of the Companies Act 2013 are given in the note number 46 to the financial statement.
(20) BOARD EVALUATION:
Pursuant to the provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a structured questionnaire wasprepared after taking into consideration various aspects of Board's function compositionof the Board and its committee culture execution and performance of specific dutiesobligations and governance.
The following were the Evaluation Criteria:
a) For Independent Directors: -
Knowledge and Skills - Professional Conduct - Duties Role and Functions - Fulfillmentof the Independence Criteria; and b) F or Executive Directors: -
Performance as Team Leader/Member - Evaluating
Business Opportunity and analysis of Risk Reward Scenarios - Set Key Goals andAchievements - Professional Conduct and Integrity - Sharing of Information with the Board.
The Board of Directors expressed its satisfaction with the evaluation process.
(21) REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/ or Board under Section 143(2) ofthe Companies Act 2013 and Rules framed thereunder.
(22) TRANSFER OF SHARES TO IEPF:
As required under Section 124 of the Companies Act 2013 98663 equity shares inrespect of which dividend has not been encashed by the shareholders for seven consecutiveyears or more have been transferred by the Company to Investor Education and ProtectionFund review. Authority (IEPF) during the financial Details of shares transferred have beenuploaded on the website of IEPF as well as Company.
(23) WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a VigilMechanism or Whistle Blower Policy for directors employees and other stakeholders toreport genuine concerns has been established. The same is uploaded on the website of theCompany.
(24) ANNUAL RETURN :
The details forming part of the extract of the Annual Return in the Form MGT-9 asrequired under Section 92 of the Companies Act 2013 is included in the report as AnnexureC' and forms part of this Report.
(25) SECRETARIAL AUDIT :
Pursuant to the provisions of Section 204 of the Companies Act 2013 and read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andamendments thereto your Company engaged the services of CS Sunil M. Dedhia (COP No.2031)Proprietor of Sunil M. Dedhia & Co. Company Secretary in Practice to conduct theSecretarial Audit of the Company for the Financial Year ended 31st March 2020. TheSecretarial Audit Report in Form MR- 3 is attached as Annexure D' forming part ofthis Report.
(26) SUBSIDIARY COMPANY :
The Company does not have any material subsidiary whose net worth exceeds 10% of theconsolidated net worth of the Company in the immediately preceding accounting year or hasgenerated 10% of the consolidated income of the company during the previous financialyear. A statement containing salient features of the financial statement of subsidiarycompany in the prescribed format AOC-1 is included in the report as Annexure E' andforms part of this Report.
(27) FAMILIARISATION PROGRAMME FOR INDEPENDENT
The Company has a familiarisation programme for Independent Directors with regard totheir role rights responsibilities in the Company nature of the industry in which theCompany operates the business models of the Company etc. and the same is available on thewebsite of the Company.
(28) REGISTRATION OF INDEPENDENT DIRECTORS ON DATABANK OF INDEPENDENT DIRECTORS':
As per the notification issued by the Ministry of Corporate Affairs namely Companies(Creation and Maintenance of databank of Independent Directors) Rules 2019 and Companies(Appointment and Qualification of Directors) Fifth Amendment Rules 2019 in respect ofcompliances for Independent Directors which have come into effect from 1st December 2019all Independent Directors of your Company have registered themselves with theDatabank for Independent Directors' created and maintained by the Indian Instituteof Corporate Affairs website.
(29) CORPORATE GOVERNANCE :
A report on Corporate Governance as stipulated under Regulation 34 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 alongwith requisite certificate obtained from M/s. N A Shah Associates LLP StatutoryAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached and forms part of this Report marked as Annexure F'.
(30) TRANSFER TO GENERAL RESERVES :
The Company has not transferred any amount to General Reserves and retained the profitsin Retained Earnings.
(31) AUDITORS :
Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s N.A. Shah Associates LLP (FirmRegistration No. 116560W/W100149) Chartered Accountants were appointed as StatutoryAuditors of the Company to hold office from the conclusion of 31 st Annual General Meeting(AGM) until the conclusion of 36th AGM subject to ratification every subsequent AGM.
Amended provisions of Section 139 of the Act vide Companies (Amendment) Act 2017notified from 7 th May of 2018 no longer requires ratification Auditors by members atevery subsequent Annual General Meeting (AGM). In view of this appointment of Auditors isnot required for ratification at the AGM.
M/s N.A. Shah Associates LLP (Firm Registration No. 116560W/W100149) CharteredAccountants have confirmed that they are not disqualified from continuing as StatutoryAuditors of the Company.
(32) COMMENTS ON AUDITORS' REPORT:
There are no qualifications remarks or disclaimer made by the Statutory Auditors intheir report requiring explanation or comments from the Board of Directors as requiredunder Section 134(3) of the Companies Act 2013.
(33) BUSINESS RESPONSIBILITY REPORT (BRR):
Based on market capitalization criteria as on 31st March 2019 BusinessResponsibility Report (BRR) is applicable to your Company which would form part of theAnnual Report of the Company for the Financial Year 2019-20. The BRR of the Company forthe year ended 31st March 2020 is attached herewith and marked as AnnexureG'.
(34) PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure H' to this report. However as perthe provisions of Section 136(1) of the Companies Act 2013 this Report is sent to theshareholders excluding the said information. Any shareholder interested in obtaining suchinformation may write to the Company Secretary at the Registered Office of the Company.
(35) MANAGEMENT DISCUSSION AND ANALYSIS : by shareholders at As per Regulation 34of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis report has beenprovided in a separate section which forms part of this Report.
(36) CREDIT RATING:
During the year under review CRISIL has reassigned CRISIL A1+ (pronounced CRISIL A onePlus) rating to the Commercial Paper programme of the Company. The instruments with thisrating are considered to have very strong degree of safety regarding timely payment offinancial obligations
During reservations the year underor adverse review CARE Ratings has reaffirmedCARE AA+ (pronounced CARE Double A Plus) rating to the Long /Short Term Bank facilities ofthe
Company. The bank facilities covered with this rating are considered to have verystrong degree of safety regarding timely payment.
(37) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :
There are no significantor material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
(38) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under. Thedetails of number of complaints pending at the beginning of the financial year receivedduring the financial year and pending as on end of financial year is as under:
|Particulars ||Number of Complaints |
|Number of complaints pending as on the beginning of the financial year ||Nil |
|Number of complaints filed during the financial year ||Nil |
|Number of complaints pending as on the end of the financial year ||Nil |
(39) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial statement relate and the date of report.
During the year under review your Company did not accept any deposits within themeaning of the provisions of Chapter V Acceptance of Deposits by Companies read with theCompanies (Acceptance of Deposits) Rules 2014.
ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :
(A) CONSERVATION OF ENERGY
Company's plant was designed to achieve high efficiency in the utilisation of energy.The key areas with regards to reduction of energy are identified and constant efforts aremade towards energy conservation.
(B) TECHNOLOGY ABSORPTION ADOPTATION AND INNOVATION
Research & Development
(1) Efforts in brief towards technology absorption adaptation & innovation
Through visits of technical personnel to developed
Western countries your Company keeps abreast with the advanced Technology Developmentand through specific programmes introduces adopts and absorbs these sophisticatedtechnologies.
(2) Benefits derived as a result of the above efforts
In view of the above your Company has been able to achieve a higher productionaccuracy and perfection in printing.
(3) In case of Imported Technology
|(i) Technologies Imported || |
|(ii) Year of Import ||None your Company has not imported any technology to which this financial |
|(iii) Has the technology been fully absorbed? || |
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company's export turnover has been Rs 46550 Lakhs.
Total Foreign Exchange earned and used:
(i) Foreign Exchange earned : Rs 46385 Lakhs (ii) Foreign Exchange used : Rs 3828Lakhs
(42) ACKNOWLEDGEMENT :
The Board of Directors take this opportunity to thank Company's customers vendorsinvestors bankers central and state governments and all other regulatory authorities fortheir continued support extended to the Company during the year. The Board of Directorsplace on record its appreciation towards employees of the Company at all levels for theirhard work solidarilty cooperation abd support given during the year under review.
| ||For and on behalf of the Board of Directors |
| ||sd/- |
|Place: Mumbai ||Kamlesh S. Vikamsey |
|Date : 17th June 2020 ||Chairman |