Dear Shareholders,
The Board of Directors of Navkar Corporation Limited ("The
Company" or "Navkar") is pleased to present their 16th Annual
Report along with the Audited Financial Statements of the Company for
the financial year ended March 31, 2024.
1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS
The Company's financial performance during the financial year
ended March 31, 2024 compared to the previous financial year is summarized in below:
Particulars |
FY 2023-24 |
FY 2022-23 |
Total Revenue |
44084.17 |
44967.58 |
Total Expenses |
42883.09 |
40051.49 |
Profit Before Tax from continuing Operations Before
exceptional items |
1201.08 |
4916.09 |
Exceptional Item |
- |
1906.42 |
Tax Expenses |
|
|
Current Tax |
194.01 |
1859.12 |
Earlier Year Tax |
226.70 |
38.08 |
Deferred Tax Expenses |
220.50 |
(2374.21) |
Total Tax Expenses |
641.21 |
(477.01) |
Profit for the period from Continuing Operations |
559.87 |
7299.52 |
Discontinued Operations |
|
|
(a) Profit from discontinued operations before tax |
(730.97) |
4151.51 |
(b) Tax expenses of discontinued operations |
- |
2201.92 |
Profit/(Loss) for the Period/Year from discontinued
operations (a - b) |
(730.97) |
1949.59 |
Profit/(Loss) for the Period/Year (A) |
(171.10) |
9249.11 |
Other Comprehensive Income, net of tax (B) |
|
|
Items that will not to be reclassified to Profit and Loss |
|
|
Re-measurement of net defined benefit obligations |
|
|
From Continuing Operations |
(30.66) |
11.80 |
From Discontinued Operations |
- |
10.17 |
Total Comprehensive Income for the year (A+B) |
(201.76) |
9271.08 |
Earning per equity shares (Face Value INR 10/- per share) |
|
|
Basic and Diluted (INR) |
|
|
From Continuing Operations |
0.37 |
4.85 |
From Discontinued Operations |
(0.49) |
1.30 |
Financial Highlights
The total revenue of your Company from continuing operations stood at
INR 44084.17 Lakhs for the financial year ended March 31, 2024 as against INR 44967.58
Lakhs for the previous financial year. The Profit before tax is
INR 1,201.08 Lakhs for the current year as against
INR 6,822.51 Lakhs in previous financial year and
Total Comprehensive Income including continued and discontinued
operations of your Company is INR (201.76) Lakhs as against INR 9271.08 Lakhs in the
previous financial year. Based on the approvals received from the Board of Directors at
their Meeting held on August 16, 2022 and from the shareholders at the 14th
Annual General Meeting held on September 07, 2022, the company has executed Business
Transfer Agreement during the year and has sold the business undertaking under the ICD
operation situated at Tumb Village Gujarat as a going concern, on an "as is where
is" basis, as mentioned under "Business
Undertaking" of the Business Transfer Agreement to Adani
Forwarding Agents Private limited. Detailed analysis on sale of
Business Undertaking have been provided under
Note No. 36 of the Financial Statement.
Operational Highlights
The operations are exhaustively discussed in the Management
Discussion and Analysis' forming part of the Annual Report.
Accounting Method
The Annual Audited Financial Statements of the Company are complied
with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in
accordance with the Indian Accounting Standards ("Ind AS") as notified under
Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable
provisions of the Act and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").
The Annual Audited Financial Statements of the Company are prepared on
a going-concern basis.
Publication and access to the Financial Statements and Results
The Company publishes its Unaudited Financial Results which are
subjected to limited review on a quarterly basis. The Audited Financial Statements and
Results are published on an annual basis. Upon publication, the
Financial Statements and Results are also uploaded on the websites of
the stock exchanges where shares of the Company are listed and the website of the Company.
In accordance with Section 136 of the Act, the Annual Audited Financial Statements of
Company and all relevant documents, related thereto, are uploaded on the website of the
Company and can be accessed at the weblink: https://navkarcorp.com/investor-relations
Changes in the nature of Business:
The Company continued to provide logistics services to its customers
and hence, there have been no changes in the nature of the business and operations of the
Company during the financial year under review.
Material Changes and Commitment, if any, affecting financial position
of the Company from financial year end and till the date of this report:
There have been no such material changes and commitments, affecting the
financial position of the
Company which have occurred between the end of financial year to which
the Financial Statements relates and the date of this Report except for the following: The
Board of Directors of Navkar Corporation Limited ("the Company") in its meeting
held on June 27, 2024 has approved the execution of Share Purchase Agreement (SPA) dated
June 27, 2024 entered between the
Company, sellers forming part of the promoter/promoter group of the
Company, and Acquirer JSW Port Logistics
Private Limited (Wholly Owned Subsidiary Company of JSW Infrastructure
Limited) for sale of 10,59,19,675
Equity Shares of the Company of Face Value of Rs. 10/- each,
aggregating to 70.37% of the paid up equity share capital of the Company. The necessary
definitive agreements have been signed between the parties.
Further, in accordance with SEBI (Substantial Acquisition of Shares and
Takeovers) Regulation 2011 as amended, the acquirer has made public announcement (PA),
Detail
Public Statement (DPS) and Draft Letter of offer (DLOF) for open offer
to acquire 39,134,988 equity shares of the Company from the Public Shareholders at price
of 105.32 per share.
2. ALTERATION OF MEMORANDUM OF ASSOCIATION
AND ARTICLES OF ASSOCIATION:
During the financial year under review, there is no alteration in
Memorandum and Articles of the Company.
3. TRANSFER OF UNCLAIMED SHARE APPLICATION
MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Section
125 Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("the IEPF Rules"), there is no unpaid or unclaimed Share
Application Money / dividends which are required to be transferred by the Company to the
IEPF.
4. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:
During the year underreview,nosignificantand material orders have been
passed by any Regulator or Court or Tribunal which would impact going concern status of
the Company and its future operations.
5. STATE OF COMPANY'S AFAIRS:
BUSINESS OVERVIEW AND STATE OF COMPANY'S
AFFAIRS:
The Company operates into (a) Container Freight Stations or CFSs (b)
Inland Container Depot or ICD and (c) Rail Terminals also referred to as Private Freight
Terminals or PFTs by the Indian Railways.
Container Freight Stations
Container Freight Stations serve a gateway port. In our case, our three
Container Freight Stations serves the gateway port of Nhava Sheva (also called Jawaharlal
Nehru Port Trust). Company has three Container Freight Stations two at Ajiwali and one at
Somathane all in Panvel Taluka, Maharashtra, Import containers nominated by
container shipping lines or consignees are required to be evacuated from the port premises
and transported to our Container Freight Station. After arrival at the CFS, the import
laden container is stacked and stored awaiting clearance by the consignee's clearing
agent. The process of customs clearance of goods is carried out by the Customs Broker
(earlier referred to as Custom House Agent). Similarly, CFS provides all the services for
Export Cargoes. Our CFS provides all the services that are needed to facilitate the
clearance of the cargoes (Exim and Domestic). To service the needs of customs clearance
and delivery of the 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. For storage purposes there are warehouses which are marked for the
storage of export and import 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 handling cargoes and containers from the Container Yard (CY) of the
port's terminal to the CFS and handover of the goods or the laden container at the
CFS. Facilities for parking, container storing and repairs are available here.
Railway Terminals
Navkar operates two railway terminals referred to as Private Freight
Terminals (PFTs). These terminals are at our Somathane (Panvel) facility and at ICD Morbi.
The PFT at Somathane is served with three railway tracks. The railway terminals are used
for handling export rakes of agro products, domestic rakes and container rakes (referred
to as BLC rakes. The PFTs handle all types of railway rakes (Exim and domestic) at
Somathane.
All rakes arriving with cargoes are handled as per the guidelines of
the Indian railways.
Inland Container Depot
The Company owns and operates an Inland Container Depot at Morbi in
Gujarat. Located on Gujarat State Highway 7, this ICD at Morbi caters to the industries in
the Suarashtra region of Gujarat. Our Morbi ICD serves both Mundra & Kandla Ports,
with a majority of the volumes getting routed through Mundra Port as the Base Port. ICD
Morbi is spread over 147 acres and is supported by our own Gati-Shakti Cargo Terminal
having 6 Railway sidings. The facility is equipped with the best of equipment and
infrastructure Over 2 lakhs square feet of contemporary warehousing, Rubber Tyre
Gantry Cranes, Reach Stackers, Cranes, Fork lifts etc. for meeting all
handling and storage requirements at the facility. The facility is supported by our own
fleet of
Trailers for container movement and incorporates a spacious parking
area. handling all types of cargoes and containers. We have the best of facilities for
container storage and repairs exceeding the standards specified by all our partner
shipping lines.
The Import cycle commences with the laden import containers of the
consignees being picked up at Mundra Port and being moved by rail to our ICD. At the ICD,
the import laden containers are off-loaded from the rake and moved to stacks based on
consignee identity. The consignee completes all formalities for custom clearance and
container release with Indian Customs and Shipping Lines respectively with help of the
Custom House Agent (CHA) and takes delivery of their import containers. In most cases, the
consignee will work with the ICD on an integrated service package wherein transportation
of laden container from our ICD to the customer facility and empty container from customer
facility back to our ICD is performed by the ICD. The Import Cycle gets concluded with the
offloading of empty containers to shipping line at our ICD.
The Export Cycle commences with issue of empty containers to exporters
from our ICD to shippers. Similar to Import customers, most Export customers contract our
ICD for integrated service package wherein the transportation to and from the
customer's facility is performed by the ICD. Shippers complete Customs formalities
for LEO at our ICD and subsequently containers are moved to Mundra / Kandla Port by Rail
or Road. The Exports Cycle concludes with Gate in at Port in the Terminals' capacity.
6. TRANSFER TO RESERVES:
Details of reserve and surplus are provided in Note No. 17 of the
Financial Statement.
7. DIVIDEND:
The Board of Directors of your company, after considering holistically
the relevant circumstances, has decided that it would be prudent, not to recommend any
dividend for the financial year ended March 31, 2024.
As per Regulation 43A of SEBI Listing Regulations the
Company has formulated Dividend Distribution Policy taking into account
the parameters prescribed in the said Regulations. The Dividend Distribution Policy is
available on Company's website at https://navkarcorp.com/upload_
data/Files/dividend-distribution-policy.pdf
8. PUBLIC DEPOSIT:
During the year under review, the Company has not accepted any deposits
from the public falling within the meaning of the provisions of Chapter V
Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
9. INTERNAL FINANCIAL CONTROLS:
The Company has laid down Standard Operating Procedures, policies,
roles, responsibilities and authorities to guide the operations of the business. Regular
audits and review processes ensure that such systems are reinforced on an ongoing basis.
Process owners are responsible for ensuring compliance with the
policies and procedures laid down by the Management. Robust and continuous internal
monitoring mechanisms ensure timely identification of risks and issues. The Statutory and
Internal Auditors undertake rigorous testing of the control environment of the Company.
Independence of the Internal Auditor is ensured by way of direct reporting to the Audit
Committee.
The Auditors of the Company has audited and assessed the Internal
Financial Controls of the Company during the financial year under review taking into
consideration the essential components of internal controls stated in the Guidance Note on
Audit of Internal Financial Controls over Financial Reporting issued by The Institute of
Chartered Accountants of India.
Based on the results of the assessments carried, no material weakness
was observed in the effectiveness of internal control systems nor were any deficiencies in
the design or operation of such internal controls observed.
Further there were no significant changes in internal control over
financial reporting and the internal control systems were operating adequately.
The Statutory Auditors have also examined the internal financial
controls of the Company and have submitted an unmodified opinion on the adequacy and
operating effectiveness of the internal financial controls over financial reporting for
the financial year ended March
31, 2024. Further there were no letters of internal control weaknesses
issued by the Internal Auditor or the Statutory Auditors during the financial year under
review. The Company believes that strengthening of internal controls is an ongoing process
and there will be continuous efforts to keep pace with changing business needs and
environment.
The Audit Committee reviews the adequacy and effectiveness of the
Company's internal control environment and monitors the implementation of the audit
recommendations including those relating to strengthening of the Company's risk
management policies and systems. The ultimate objective being, a Zero Surprise,
risk-controlled organisation. Further details of the internal control systems are provided
in the
Management Discussion & Analysis which forms part of this
Integrated Annual Report.
10. RISK MANAGEMENT:
The Company has a well-defined risk management framework in place which
inter-alia includes identification of elements of risk, if any, which in the opinion of
the Management and the Board may impact the performance outcome of the Company. The
Company has developed and implemented a Risk Management Policy which is approved by the
Board.
The Risk Management Policy inter-alia includes identification and
assessment of the likelihood and impact of risk, mitigation steps and reporting of
existing and new risks associated with the Company's activities in a structured
manner. This facilitates timely and effective management of risks and opportunities and
achievement of the Company's objectives. The Risk Management
Committee is, inter-alia, authorised to monitor and review the risk
assessment, mitigation and risk management plans for the Company from time to time and
report the existence, adequacy, and effectiveness of the above process to the Board on a
periodic basis. The details of composition of the Risk Management Committee, their terms
of reference, meetings held and attendance of the Committee Members there at during the
financial year 2023-24 are provided in the section titled Report on Corporate Governance,
which forms part of the Annual Report.
11. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures. For more details, refer to the Internal control systems and
their adequacy' section in the Management Discussion and
Analysis Report, which forms part of the Annual Report.
12. SHARE CAPITAL:
During the year under review, there is no change in the Authorized,
Issued, Subscribed and Paid-up Share Capital of the Company.
As on March 31, 2024 the Authorized Share Capital of the
Company is INR 2,26,00,00,000/- (Rupees Two Hundred
Twenty-Six Crore) divided into 21,50,00,000 (Twenty-One
Crore Fifty Lakhs) Equity Shares of INR. 10/- (Rupees
Ten only) each, 50,00,000 (Fifty Lakhs) 0% Cumulative
Redeemable Preference Shares of INR. 10/- (Rupees
Ten only) each and 6,00,000 (Six Lakhs) 6% Cumulative
Redeemable Preference Shares of INR. 100/- (Rupees
One Hundred only) each.
As on March 31, 2024, the issued, subscribed and paid-up share capital
of the Company is INR 153,81,70,810/- (Rupees One Hundred Fifty-Three Crore Eighty One
Lakh Seventy Thousand Eight Hundred Ten Only) divided into 15,05,19,181 (Fifteen Crore
Five Lakhs Nineteen
Thousand One Hundred Eighty One) Equity Shares of INR. 10/- (Rupees Ten
only) each, 23,00,000 (Twenty-
Three Lakh) 0% cumulative Redeemable Preference
Shares of INR. 10/- (Rupees Ten only) each and
99,790 (Ninety-Nine Thousand Seven Hundred Ninety)
6% Cumulative Redeemable Preference Shares of
INR. 100/- (Rupees One Hundred only).
13. CREDIT RATING:
The Company had received following credit rating from CRISIL Rating
Limited which denotes high degree of safety regarding timely servicing of financial
obligation.
Total Bank Loan Facilities Rated |
Date of Rating |
Long Term Rating |
Short Term rating |
Rs. 100 Crore |
April 25, 2024 |
CRISIL A-/Positive (Assigned) |
Nil |
Rs.268 Crore (Enhanced from Rs.100 Crore) |
May 10, 2024 |
CRISIL A-/Positive
(Reaffirmed) |
Nil |
Rs.278 Crore (Enhanced from Rs.268 Crore) |
July 25, 2024 |
CRISIL A-/Watch Developing
(Continues on Rating Watch with Developing Implications') |
CRISIL A2+/Watch Developing
(Assigned; Placed on 'Rating Watch with Developing Implications') |
14. LOANS, GUARANTEES AND INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, the Company has not granted any loans,
guarantees and investments made as mentioned under Section 186 of the Companies Act, 2013.
15. REQUIREMENTS FOR MAINTENANCE OF COST
RECORDS
The Company is not required to maintain the cost records as specifiedby
Central Government under section 148 (1) of the Companies Act, 2013 and rules made
thereunder.
16. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANY
The company does not have any company, which is its subsidiary,
associate or joint venture. Hence the details of this clause are not applicable to the
Company.
17. BOARD OF DIRECTORS
The Company's policy is to have an appropriate blend of
Independent and Non-Independent Directors to maintain the independence of the Board and to
separate the Board functions of governance and management.
The Board of Directors holds fiduciary position and is entrusted with
the responsibility to act in the best interests of the Company. The Board at its meetings
deliberate and decide on strategic issues including review of policies, financial matters,
discuss on business performance and other critical matters for the Company.
Committees constituted by the Board focus on specific areas and take
informed decisions within the framework of the delegated authority and responsibility and
make specific recommendations to the Board on matters under its purview. Decisions and
recommendations of the committees are placed before the Board for consideration and
approval as required.
Composition
In compliance with the provisions of regulation 17(1)(a) of SEBI
Listing Regulations, the board of directors shall have an optimum combination of executive
and non-executive directors with at least one independent woman director and not less than
fifty per cent of the board of directors shall be non-executive directors.
As on March 31, 2024, Board of the Company comprise of Eight Directors
comprising of Four Executive Directors including One Executive Chairman, Four Independent
Directors including One Women Independent Director.
Director Retiring by Rotation
Mr. Nemichand Jayavantraj Mehta
In terms of Section 152 of the Act, Mr. Nemichand Jayavantraj Mehta
(DIN: 01131811), Director, retires by rotation and being eligible, offers himself for
reappointment at the ensuing AGM.
The brief resume of the Directors to be appointed at this Annual
General Meeting and other related information has been furnished in the Notice convening
the 16th Annual General Meeting.
Directors appointed/re-appointed during the financial year 2023-24
During the financial year 2023-24, the Shareholders of the Company at
the 15th AGM held on Thursday, August 10, 2023, on the basis of recommendation
of the Board and the NRC, approved the following appointments/reappointments:
Sr. No. |
Director |
Designation |
Terms and conditions |
1. |
Mr. Jayesh N. Mehta (DIN:
00510313) |
Whole-Time Director |
Re-appointed as Director,
liable to retire by rotation on the terms and conditions, as set out in the Explanatory
Statement annexed to the Notice convening the 15th AGM. |
2. |
Mr. Shantilal J. Mehta (DIN:
00134162) |
Chairman & Managing
Director |
Re-appointed as Chairman and
Managing Director for a period of 03 (Three) years, with effect from October 01, 2023 to
September 30, 2026, on the terms and conditions, as set out in the Explanatory Statement
annexed to the Notice convening the 15th AGM. |
3. |
Mr. Dinesh Mohanlal Jain
(DIN: 10043560) |
Whole-Time Director |
Appointed as Whole-Time
Director for a period of three years effective from May 29, 2023 to May 28, 2026, on the
terms and conditions, as set out in the Explanatory Statement annexed to the Notice
convening the 15th AGM. |
4. |
Mr. Atul Kumar (DIN:
09045002) |
Independent Director |
Appointed as an Independent
Director for a first term of office of five 28, 2028 (both days inclusive). |
5. |
Mr. Sandeep K. Singh (DIN:
02814440) |
Independent Director |
Re-appointed as an
Independent Director for second term of office of five consecutive years commencing from
August 23, 2023 to August 22, 2028 (both days inclusive). |
Change in Designation
During the financial year 2023-24, the Shareholders of the Company at
the 15th AGM held on Thursday, August 10, 2023, on the basis of recommendation of the
Board and the NRC, approved the change in designation of
Mr. Jayesh Nemichand Mehta from Non-Executive Non
Independent Director to Whole-Time Director for a period of 3 (Three)
years commencing from May 29, 2023 to
May 28, 2026 on the terms and conditions, as set out in the Explanatory
Statement annexed to the Notice convening the 15th AGM.
Detailed disclosures with regard to the approved
appointments/re-appointment were made in Notice of the 15th AGM, which can be referred at
the website link of the Company: https://navkarcorp.com/investor-relations#annual-report.
Composition of Board of Directors
The Composition of the Board of Directors of the Company as on March
31, 2024 are as follows:
Sr. No. |
Name of Director |
DIN |
Designation |
1. |
Mr. Shantilal J. Mehta |
00134162 |
Chairman and Managing Director |
2. |
Mr. Nemichand J Mehta |
01131811 |
Whole-time Director |
3. |
Mr. Jayesh N. Mehta |
00510313 |
Whole-time Director |
4. |
Mr. Dinesh Mohanlal Jain |
10043560 |
Whole-time Director (w.e.f. May 29, 2023) |
5. |
Mr. Ashok Kumar Thakur |
07573726 |
Non-Executive Independent Director |
6. |
Mr. Sandeep Kumar Singh |
02814440 |
Non-Executive Independent Director |
7. |
Ms. Pooja H Goyal |
07813296 |
Non-Executive Women Independent Director |
8. |
Mr. Atul Kumar |
09045002 |
Non-Executive Independent Director (w.e.f.
May 29, 2023) |
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with Rules framed
thereunder and Regulation 16(1)
(b) of SEBI Listing Regulations. In terms of Regulation 25(8) of the
SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware
of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence and that they are independent of the
Management. The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act and have also confirmed their registration
with the databank of Independent Directors maintained by the Indian Institute of Corporate
Affairs in compliance with the requirements of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.
Performance Evaluation
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the Board of your
Company has carried out an annual evaluation of its own performance and
that of its Committees as well as reviewed the performance of the Directors individually
for financial year 2023-24. The performance evaluation of the Non-Independent Directors
and the Board as a whole, was carried out by the Independent Directors. The Independent
Directors also carried out evaluation of the Chairman of the Company, considering the
views of the other Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
Process of evaluation
Feedback for each of the evaluations was sought by way of internal
structured questionnaires with the Directors and the Committee for accessing the
questionnaires and submitting their feedback/comments. The questionnaires for performance
evaluation are in alignment with the guidance note on Board evaluation issued by the
Securities and Exchange Board of India ("SEBI"), vide its
circular dated 5 January 2017 and cover various attributes/functioning of the Board such
as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties etc., based on the criteria approved by the NRC. The
Members were also able to give qualitative feedback and comments apart
from the standard questionnaires.
Results of evaluation
The outcome of the evaluations was presented to the Board, the NRC and
the Independent Directors at their respective meetings for assessment and development of
plans/suggestive measures for addressing action points that arise from the outcome of the
evaluation. The Directors expressed their satisfaction on the parameters of evaluation,
the implementation and compliance of the evaluation exercise done and the results/outcome
of the evaluation process. The outcome of the evaluations, with the feedback/comments
given by the Board Members are provided in the section titled Report of Corporate
Governance', which forms part of this report.
Familiarisation Program for Independent Directors
TheDirectorsareaffordedmanyopportunitiestofamiliarise themselves with
the Company, its Management, and its operations during their association with the Company.
The Company conducts induction and familiarisation programs for the Directors joining the
Board including site visits, to familiarise them.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates terms and conditions of their engagement.
The Managing Director, CEO, CFO and the Senior
Management provide an overview of the operations and familiarise the
Directors on matters related to the Company's values and commitments. They are also
introduced to the organisation structure, constitution, terms of reference of the
Committees, board procedures, management strategies etc. Further the Directors are on a
quarterly basis apprised on the powers, role and responsibilities and constitution of the
Board Committees, its charter and terms of reference and changes therein,
Committee meetings held during a quarter.
The Board Members are apprised by the Senior
Management at quarterly Board Meetings by way of presentations which
include industry outlook, competition update, company overview, operations and financial
highlights, regulatory updates, presentations on internal control over financial
reporting, succession planning, strategic investment, etc. which not only give an insight
to the Directors on the Company and its operations but also allows them an opportunity to
interact with the Senior Management. The Directors are also informed of the various
developments in the Company.
The details of the familiarization programmes for Directors are
available on the Company's website, viz. https://
www.navkarcorp.com/upload_data/Files/familiarization-programmes-for-independent-directors.pdf
Remuneration Policy and criteria for determining attributes,
qualification, independence, and appointment of Directors
In terms of the provisions of Section 178(3) of the Act and Regulation
19 read with Part D of Schedule II to the SEBI Listing Regulations, the Nomination and
Remuneration Committee is responsible for formulating the criteria for
determining qualification, positive attributes and independence of a Director. The
Nomination and Remuneration Committee is also responsible for recommending to the Board a
policy relating to the remuneration of the Directors, Key Managerial Personnel, Senior
Management Personnel and other employees. In line with this requirement, the Board has
adopted the Nomination and Remuneration Policy, which is reproduced in Annexure III
forming part of this report.
Salient Features of this policy are as under: -
? The Philosophy for remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and all other employees of the Company is based on
the commitment of fostering a culture of leadership with trust. The remuneration policy is
aligned to this philosophy.
? Independent Directors and Non-Independent Non-
Executive Directors may receive sitting fees and such other
remuneration as permissible under the provisions of Companies Act, 2013 and approved by
Board of Directors. (for attending the meetings of the Board and of committees of which
they may be members).
? Overall remuneration should reflect the size of the company,
complexity of the sector/industry/ company's operations and the company's
capacity to pay the remuneration.
? The Nomination and Remuneration Committee will recommend to the
Board the remuneration paid for each director based upon the outcome of the evaluation
process which is driven by various factors including attendance and time spent in the
Board and committee meetings, individual contributions at the meetings and contributions
made by directors other than in meetings.
? The extent of overall remuneration to Managing
Director / Executive Directors/ Key Managerial Personnel / rest of the
employees should be sufficient to attract and retain talented and qualified individuals
suitable for every role.
? The remuneration mix for the Managing Director
/ Executive Directors is as per the resolutions approved by the
shareholders.
The said policy of the Company has been hosted on the website of the
Company at https://navkarcorp.com/ upload_data/Files/nomination-remuneration-policy.pdf
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, your Directors, based on
representation from the management and after due enquiry, confirm that: a. In the
preparation of the annual accounts for the financial year ended 31st March,
2024 the applicable accounting standards had been followed and there are no material
departures therein; b. They had in consultation with Statutory Auditors selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year on 31st March, 2024 and of the
profit/ loss of the Company for the financial year ended on that date; c. They have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; d. They have prepared the
annual accounts on a going concern basis; e. They have laid down internal financial
controls to be followed by the Company and such internal financial controls were adequate
and were operating effectively during the financial year ended March 31, 2024; f. They
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively throughout the
financial year ended March
31, 2024.
Board Meetings
During the period under review, 06 (Six) Board Meetings were duly
convened and held. The intervening gap between the said meetings were in accordance with
the provisions of Companies Act, 2013 read with relevant Rules made thereunder,
Secretarial Standard-I issued by Institute of Company Secretaries of India and provisions
of SEBI Listing Regulations. The dates of Board meetings and details of attendance of each
director has been disclosed in the Corporate Governance Report.
Annual General Meeting
The 15th AGM of the Company was held on Thursday, August 10,
2023, at 10:30 A.M. at Hotel The Regenza by Tunga, Plot No. 37, Sector 30-A, Vashi, Navi
Mumbai 400 703.
Board Committees
The Board Committees constitution is in acquiescence of provisions of
the Companies Act, 2013, read with the relevant rules made thereunder, SEBI Listing
Regulations and the Articles of Association of the Company. The Board has constituted the
following Committees of the Board 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
6. Risk Management Committee
The details of all the above Committees along with their composition,
terms of reference and meetings held during the year are provided in Report on Corporate
Governance forming part of the Annual Report.
Audit Committee
As on March 31, 2024, the Audit Committee comprised of Three Directors,
of whom Two Directors, including the Chairman are Independent. All the Members of the
Committee possess strong accounting and financial management knowledge.
Composition of Audit Committee
Details of the composition of the Audit Committee as on March 31, 2024
is given hereunder
Sr. No. |
Name |
Designation |
Category |
1 |
Mr. Ashok Kumar Thakur |
Non - Executive, Independent Director |
Chairperson |
2 |
Ms. Pooja Hemant Goyal |
Non - Executive, Independent Director |
Member |
3 |
Mr. Nemichand Jayavantraj Mehta |
Whole-Time Director |
Member |
The Company Secretary of the Company acts as the Secretary to the
Committee.
Recommendation of Audit Committee
During the period under review, there were no instances of
non-acceptance of any recommendation of the Audit Committee of the Company by the Board of
Directors.
Meeting of Independent Directors
The Independent Directors of the Company meet without the presence of
other Directors or the Management of the Company.
The Meetings are conducted to enable the Independent Directors to,
inter-alia, discuss matters pertaining to review of performance of the Non-Independent
Directors, the Board as a whole and the Chairman of the Company
(taking into account the views of the Non-Executive Directors) and to
assess the quality, quantity and timeliness of flow of information between the
Company's
Management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.
During the financial year under review, the Independent
Directors met on May 29, 2023 and the Meeting was attended by all the
Independent Directors of the Company No sitting fees were paid to the Independent
Directors of the Company for participating in the said meeting.
Declaration by Independent Directors is attached in the Corporate
Governance
In accordance with provisions of Section 149(7) and Schedule IV of the
Companies Act, 2013, and Regulation
16 of the SEBI Listing Regulations all the Independent
Directors have submitted the declaration of independence respectively,
confirming that they meet the criteria of independence.
Board, in terms of Regulation 25 of SEBI Listing
Regulations has examined the veracity of declarations submitted by
respective directors. Further, none of the
Directors are debarred from holding office as Director by virtue of any
order of the SEBI or any other competent authority.
The Independent Directors have complied with the Code applicable for
Independent Directors as stipulated under schedule IV of the Companies Act, 2013.
Declaration from Directors and Practicing
Professional
Based on the written representations pursuant to provisions of section
164 of the Companies Act, 2013, received from all the Directors of the Company, none of
the directors of the Company is disqualified to act as a
Director as on March 31, 2024. issued by the Peer M/s. Mehta &
Mehta, Practicing Company Secretaries, also have certified that none of the Directors of
the Company have been debarred or disqualified from being appointed or continuing as
director of the Company by
SEBI or MCA or any such statutory authority. The said certificate
Report, which forms part of the Annual Report.
18. KEY MANAGERIAL PERSONNEL
As on March 31, 2024, the following persons have been designated as Key
Managerial Personnel ("KMP") of the Company pursuant to the provisions of
Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
Sr. No. |
Name of Director |
DIN |
Designation |
1. |
Mr. Shantilal J Mehta |
00134162 |
Chairman & Managing Director |
2. |
Mr. Nemichand J. Mehta |
01131811 |
Whole-Time Director |
3. |
Mr. Dinesh Mohanlal Jain |
10043560 |
Whole-Time Director (w.e.f. May 29, 2023) |
4. |
Mr. Jayesh N. Mehta |
00510313 |
Whole-Time Director |
5. |
Mr. Arun Sharma |
- |
Chief Executive Officer |
6. |
Mr. Anish S. Maheshwari |
- |
Chief Financial Officer (upto August 17,
2023) |
7. |
Mr. Prasoon Singh |
- |
Chief Financial Officer (w.e.f. September
28, 2023) |
8. |
Ms. Deepa Gehani |
- |
Company Secretary & ComplianceOfficer |
19. AUDITORS' AND THEIR REPORTS Statutory Auditor
Pursuant to the provisions of section 139 of the Companies Act, 2013,
read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time,
M/s. Uttam Abuwala Ghosh & Associates (FRN 111184W)
Chartered Accountants have been appointed as Statutory
Auditors of the Company for a period of five consecutive years,
commencing from the conclusion of the 11th Annual
General Meeting to hold office till the conclusion of the
16th Annual General Meeting of the Company, to be held in
the calendar year 2024.
M/s. Uttam Abuwala Ghosh & Associates are due to retire at the
ensuing 16th Annual General Meeting of the Company. M/s. Uttam Abuwala Ghosh
& Associates have confirmed that they are eligible to be re-appointed in accordance
with the provisions of the Act and Rules made thereunder. The Board of Directors, upon the
recommendation of the Audit Committee, propose the re- appointment of M/s. Uttam Abuwala
Ghosh & Associates for a second term of five(5) years, to the shareholders for their
approval. Resolution seeking your approval forms part of the Notice convening the Annual
General Meeting.
Further, as required under the relevant regulation of SEBI Listing
Regulations the M/s. Uttam Abuwala Ghosh & Associates had also confirmed that they had
subjected themselves to the peer review process of the Institute of Chartered Accountants
of India (ICAI) and they hold a
ICAI. valid certificate
Unmodified Statutory Auditor Reports
The Statutory Auditors' Reports on the Annual Audited
Financial Statements for the financial year 2023-24 forms part of the
Annual Report and are unmodified i.e. they do not contain any qualification, reservation,
or adverse remark.
Secretarial Auditor
M/s. Mehta & Mehta, Practicing Company Secretaries,
Mumbai is appointed as the Secretarial Auditor of the Company to
conduct the audit of the secretarial records of the Company and for providing Annual
Secretarial
Compliance Report, Corporate Governance Certifications and other
certifications as may be required under the SEBI Listing Regulations.
Annual Secretarial Compliance Report
The Company has obtained an Annual Secretarial
Compliance Report for the financial year ended March 31, 2024 from M/s.
Mehta & Mehta in compliance with the Regulation 24A of the SEBI Listing Regulations
and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8th
February, 2019. The said Report has been submitted to the Stock
Exchanges within the prescribed statutory timelines The Annual Secretarial Compliance
Report in compliance with Regulation 24A of the SEBI Listing
Regulations is annexed to the Report on Corporate Governance and forms
part of this report.
Unmodified Secretarial Audit Report and Annual
Secretarial Compliance Report
The Secretarial Audit Report and the Annual Secretarial
Compliance Report for the financial year ended March 31, 2024 are
unmodified i.e. they do not contain any qualification, reservation, or adverse remark.
The Secretarial Audit Report in Form No. MR-3 as per the provisions of
Section 204 of the Act read with Rules framed thereunder for the financial year ended
March 31,
2024 is annexed to this Boards' Report as Annexure I and
forms part of the Annual Report.
Internal Audit
The Company has in place an adequate internal audit framework to
monitor the efficacy of the internal controls with the objective of providing to the Audit
Committee and the Board of Directors, an independent, objective and reasonable assurance
on the adequacy and effectiveness of the Company's processes.
The Board has appointed K.V.M.R. & Company (FRN
016531C), Chartered Accountants as the Internal Auditor of the Company.
The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal
Audit function develops an audit plan for the Company, which covers, inter-alia,
corporate, core business operations, as well as support functions and is reviewed and
approved by the Audit Committee.
The internal audit approach verifies compliance with the operational
and system related procedures and controls.
Significant audit observations are presented to the Audit
Committee, together with the status of the management actions and the
progress of the implementation of the recommendations on a regular basis.
Cost Audit
The provisions of Cost Audit and maintenance of cost records as
specified by the Central Government under
Section 148 of the Act read with the Rules framed thereunder, are not
applicable to the Company and hence such accounts and records are not required to be
maintained by the Company.
Reporting of frauds by Auditors
During the financial year under review, the Statutory
Auditor and the Secretarial Auditor of the Company have not reported
any instance of fraud committed in the Company by its officers or employees to the Audit
Committee under Section 143(12) of the Act.
20. RELATED PARTY TRANSACTIONS
All transactions entered by the Company during the financial year
2023-24 with related parties were in compliance with the provisions of the Companies Act,
2013 and SEBI Listing Regulations. All such transactions were approved by the Audit
Committee and the Board, from time to time and the same are disclosed in the financial
statements of your company for the year under review. The Company had obtained prior
approval of the Audit Committee for all the related party transactions during the
Financial Year 2023-24 as envisaged in Regulation 23(2) of the SEBI Listing Regulations
and Section 177 of the
Companies Act, 2013.
Further, the Audit Committee had given prior omnibus approval under
Regulation 23(3) of the SEBI Listing
Regulations and provisions of section 177 of the Companies Act, 2013,
for related party transactions that are foreseen and of repetitive nature during the
period under review and the required disclosures are made to the committee on quarterly
basis.
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) read with section 134(1)(h) and applicable rules of the
Companies Act, 2013 are provided in the prescribed form AOC-2 as Annexure II which
forms part of this Report.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board of Directors of the Company can
be viewed on the website of the Company through the link: https://
navkarcorp.com/upload_data/Files/rpt-policy.pdf
21. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company believes that as a responsible corporate citizen, it has a
duty towards the society, environment, and the Country where it operates. The
Company's sense of responsibility (which goes beyond just complying with operational
and business statutes) towards the community and environment, both ecological and social,
in which it operates is known as corporate social responsibility.
CSR Committee
The CSR Committee of the Board is constituted in compliance with the
provisions of the Act read with the applicable rules made thereunder.
The CSR Committee of the Company comprised of Four Directors as on
March 31, 2024 as detailed hereunder. The Chairman of the CSR Committee is an Independent
Director and the Company Secretary of the Company acts as the Secretary to the CSR
Committee.
Details of the composition of the CSR Committee as on March 31, 2024 is
given hereunder.
Sr.No. |
Name |
Designation |
Category |
1 |
Ms. Pooja Hemant Goyal |
Non - Executive, Independent Director |
Chairperson |
2 |
Mr. Shantilal Jayavantraj Mehta |
Chairman & Managing Director |
Member |
3 |
Mr. Nemichand Jayavantraj Mehta |
Whole-Time Director |
Member |
4 |
Mr. Sandeep Kumar Singh |
Non - Executive, Independent Director |
Member |
The terms of reference of CSR committee has been disclosed in the
Corporate Governance section of Board's Report and a detailed breakup of expenditure
carried out on CSR activities has been disclosed in the Corporate Social Responsibility
Report attached as Annexure IV of Board's Report.
CSR Policy
On the recommendation of the CSR Committee, the Board of Directors have
adopted and formulated comprehensive Corporate Social Responsibility policy, which sets
out the objective, areas, activities and the manner in which the expenditure on CSR
obligation would be carried out by the Company.
The CSR Policy including a brief overview of the projects or programs
approved by the Board with implementation schedule thereof is uploaded on the Company
website and can be accessed through the weblink: https://
navkarcorp.com/upload_data/Files/policies-csr-policy.pdf
CSR Spend
During the financial year under review, the Company has spent INR
1,35,00,000/- (Indian Rupees: One
Crore Thirty-Five Lakhs Only) towards CSR activities as stipulated
under Schedule VII of the Act (being more than 2% of the average net profits of the
Company during the preceding three financial years). There is no unspent
CSR expenditure as on March 31, 2024.
Impact Assessment of CSR Projects
The Company's average CSR obligation in the three immediately
preceding financial years does not exceed INR 10 crores. Hence the Company is not required
to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of
the Companies (Corporate Social Responsibility) Rules, 2014.
However, in line with the CSR Policy, the Company voluntarily conducts
internal assessments to monitor and evaluate the CSR projects of the Company.
Annual Report on CSR
Annual Report on CSR for the financial year 2023-24 including the
salient features of the CSR Policy adopted by the Company is annexed as Annexure IV of
this report and forms part of the Annual Report.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism as envisaged in the Act, the Rules framed
thereunder and the SEBI Listing Regulations, is implemented through the Company's
Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors,
employees and all the stakeholders of the Company to report their genuine concerns and
provides adequate safeguard against victimization to those who use such mechanism.
Pursuant to the Policy, the Whistle Blower can raise concerns relating
to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of
Code of Conduct Policy, actual or suspected fraud, any other malpractice, impropriety or
wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation
against the Directors & Employees and instances of leakage of/suspected leakage of
Unpublished from the
Price Sensitive Information of the Company etc.
Further, the mechanism adopted by the Company of the Chief Executive
encourages the Whistle Blower to report genuine concerns or grievances to the Audit
Committee, and provides for adequate safeguards against victimization of
Whistle Blower, who avail of such mechanism and also provides for
direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
The Audit Committee oversees the functioning of the same Further, no personnel have been
denied access to the
Audit Committee during the financial year under review.
The details of this Policy is explained in the Corporate Governance
Report and also posted on the website of the Company at:
https://navkarcorp.com/upload_data/Files/ vigil-mechanism-or-whistle-blower-policy.pdf
There was no instance of such reporting received during the financial year ended March 31,
2024.
23. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has zero tolerance towards sexual harassment at its
workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act,
2013 ("POSH Act") to provide a safe, secure and enabling
environment, free from sexual harassment. The Policy is gender neutral. Internal
Complaints Committee has been set across regions to redress complaints received regarding
sexual harassment. During the financial year under review and pursuant to Rule 8(5)(x) of
the Companies (Accounts) Rules, 2014, the Company has complied with the provisions
relating to the constitution of Internal Complaints Committee ("ICC") under the
POSH Act.
The Company periodically conducts sessions for employees across the
organization to build awareness about the Policy and the provisions of Prevention of
Sexual Harassment Act. During the Financial Year 2023-24, no case in the nature of sexual
harassment was reported at any workplace of the Company.
24. CORPORATE GOVERNANCE
Company's Corporate Governance Practices are a reflection of value
system encompassing culture, policies, and relationships with the stakeholders. Integrity
and transparency are key to Corporate Governance Practices to ensure that Company gain and
retain the trust of stakeholders at all times. It is about maximizing shareholder value
legally, ethically and sustainably. The
Board exercises its fiduciary responsibilities in the widest sense of
the term.
The Report on Corporate Governance as stipulated under Regulation 34 of
SEBI Listing Regulations, is provided together with a certificate of the company regarding
compliance of conditions of corporate governance as stipulated under SEBI Listing
Regulations. A certificate and Chief Financial Officerof the company in terms of SEBI
Listing Regulations, inter alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee, is also annexed. Also a declaration
signed by the Chief Executive Officer stating that members of the board and senior
management personnel have affirmed the compliance vide Code of
Conduct of the board and senior management is attached to the report on
corporate governance.
25. COMPLIANCE WITH SECRETARIAL STANDARD
The Company complies with all applicable mandatory secretarial
standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively issued by the Institute of Company
Secretaries of India.
26. ANNUAL RETURN
In accordance with provisions of Section 134 of the Companies Act, 2013
read with applicable rules made thereunder, the Annual Return in the prescribed format is
available on the website of the Company at the link:
https://www.navkarcorp.com/investor-relations#annual-report.
27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of
the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earning & outgo is given in Annexure
V forms part of this report.
28. CODE OF CONDUCT FOR DIRECTORS AND KMPs
The Board of Directors of the Company has adopted the Code of Conduct
for its Directors and Senior Management Personnel of the Company in compliance with
Regulation 17(5) of the SEBI Listing Regulations. For the financial year 2023-24, all
Board members and Senior Management personnel of the Company have affirmed the compliance
with the code as applicable to them and a declaration to this effect signed by the Chief
Executive Officer and forms part of the Corporate
Report. The Company's Code of Conduct for Directors and Senior
Management is hosted on the website of the Company at https://navkarcorp.com/upload_data/
Files/code-of-conduct.pdf. The Declaration signed by the Chief Executive Officer stating
that members of the board and senior management personnel have affirmed the compliance
vide Code of Conduct of the board and senior management is attached to the report on
corporate governance
29. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amendments thereto, are provided in the Annual
Report and is attached as Annexure VI and forms an integral part of this Report.
In terms of Section 136 (1) of the Act, the Annual Report and the
Audited Financial Statements are being sent to the Members and others entitled thereto.
The said statement is also available for inspection by the Members at the Registered
Office of the Company during business hours on working days up to the date of the ensuing
AGM.
30. BUSINESS RESPONSIBILITY REPORT
As stipulated in Regulation 34(2)(f) of the SEBI Listing
Regulations, the top one thousand listed entities based on market
capitalization shall report Business Responsibility and Sustainability Report on the
environmental, social and governance disclosures, in the format as may be specified by the
Board. During the year under review this report is not applicable to our Company.
31. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these items during the
year under review:
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 its own shares by employees or by trustees for the benefit of employees;
3. Disclosure with respect to voting rights not exercised directly by
the employees in respect of shares to which the ESOP Scheme relates.
4. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
5. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year.
6. The details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
32. CAUTIONARY NOTE
The statement in the Directors Report and the Management Discussion and
Analysis Report describing the Company's objectives, expectations or predictions, may
be forward looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. These risks
and uncertainties include the effect of economic and political conditions in India,
volatility in interest rates, new regulations and Government policies that may impact the
Company's business as well as its ability to implement the strategy. The Company does
not undertake to update these statements.
33. ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment, in particular during this year.
The Directors place on record their special gratitude towards the front line employees who
were working in our CFSs/ICD and in the market to ensure timely delivery of services to
the clients.
Your Directors would also like to place on record the sincere
appreciation for the assistance and guidance provided by the Ministry of Corporate
Affairs, the Securities and Exchange Board of India, BSE Limited, the National Stock
Exchange of India Limited, National Securities
Depository Limited, Central Depository Services (India) Limited and the
Credit Rating Agencies, Government and other regulatory Authorities, other statutory
bodies, Company's bankers, Members for the assistance, cooperation 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
support received from them during the year.
On Behalf of the Board of Directors |
Navkar Corporation Limited |