To
The Members,
Navkar Urbanstructure Ltd
(Formerly known as Navkar Builders Limited)
Your directors have pleasure in presenting their 31st Annual Report
on the business and operations of the Company together with its Audited Accounts for the
year ended March 31, 2023. The Management Discussion and Analysis is also included in this
Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year ended
March 31, 2023 are as under:
(Rs. In Lacs)
| Particulars |
Year Ended |
|
31.03.2023 |
31.03.2022 |
| Gross Sales/Income |
1,280.02 |
1485.45 |
| Depreciation |
26.05 |
13.00 |
| Profit/(Loss) before Tax |
149.21 |
96.48 |
| Taxes/ Deferred Taxes |
12.49 |
4.96 |
| Profit/(Loss) After Taxes |
128.52 |
91.52 |
| P& L Balance b/f |
1947.51 |
1855.98 |
| Profit/(Loss) carried to Balance Sheet |
2056.15 |
1947.51 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPA-
NY'S AFFAIR:
During the year under review the total income was Rs. 1,280.02 Lacs as compared to Rs.
1485.45 Lacs of the previous Year 2021-22. The Company has provided Rs. 26.05 Lacs for
depreciation. After making all necessary provisions for current year and after taking into
account the current year net profit and total provisions for taxation, the surplus carried
to Balance Sheet is Rs. 128.52 Lacs. The Promoters, Board of Directors and entire
management team are putting their stern effort to achieve targeted turnover in the segment
of infrastructure projects.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the Business of Infrastructure Activity including supplying
of RCC Pipes. The Company is also expanding its commercial activities by actively
participating in to various Government Tenders. There was no change in the nature of the
business of the Company during the year under review.
4. CHANGE OF NAME:
During the year the company has not changed its name.
5. FINANCE:
The Company has not borrowed loan from any Bank during the year under review.
6. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2023 was Rs. 44,88,38,000.
A) Allotment of equity shares pursuant to conversion of convertible warrants:
During the year under review, the Company has issued 12,50,00,000 equity shares in lieu
of warrants convertible into equity shares of the company with the approval shareholders
via postal notice dated July 07, 2021and trading approval for the same granted by BSE
limited w.e.f. September 30, 2022. The new equity shares issued by the company shall rank
Pari-passu with the existing shares of the company.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential
voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
E) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees: The Company has no scheme of provision of money
for purchase of its own shares by employees or by trustees for the benefit of employees.
Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules,
2014 are not required to be disclosed.
7. UTILIZATION IN THE PROCEEDS OF PREFERENTIAL ISSUE
Details of amount utilized from convertible warrants till March 31, 2023 is as follows:
| Total issue size of Convertible Warrants (Rs.) |
Amount received warrant |
Amount utilized |
Date of Raising Fund |
deviation/ variation |
| Rs. 76.25 Crores |
Rs. 30.50/- each |
76.25 Crores |
05-08-2022 |
Nil |
8. DIVIDEND:
The Board of Director of the company has recommended final dividend of 01% Rs.0.02 per
equity share of Rs. 02 each face value for the financial year 2022-23, subject to the
approval of shareholders in the ensuing 31st Annual General Meeting.
9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:
The Company has no subsidiaries, Associates and Joint Venture Companies. 10.
DIRECTORS AND KMP: a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
| Mr. Harsh Shah |
Chairman and Managing Director |
| Ms. Pinki Sagar |
Chief Financial Officer and Executive Director |
| Ms. Amee Kankaria |
Company Secretary & Compliance officer |
b) Director:
The following are the Director of the Company.
| Mr. Sarjeevan Singh |
Non-Executive-Independent Director |
| Mr. Nileshkumar Patel |
Non-Executive-Independent Director |
| Mrs. Sonal Gandhi |
Non-Executive-Independent Director |
| Ms. Bhoomi Patel |
Non-Executive-Independent Director |
c) Appointment/Re-appointment:
• Pursuant to the provisions of Section 152 and other applicable provisions if
any, of the Companies Act, 2013, Mr. Harsh Shah (DIN: 01662085), Managing Director of the
Company is liable to retire by rotation at the forthcoming Annual General Meeting and he
is being eligible offers himself for re-appointment.
• Re-Appointment of Mrs. Pinki Sagar (DIN: 08113318) as an Executive Director of
the Company at the forthcoming Annual General Meeting
d) Changes in Directors and Key Managerial Personnel:
During the year, the following changes occurred in the Composition of Board Directors
due to Appointments and Resignations of several Directors and KMP:
| Name and Designation |
Date of Appointment |
Date of Resignation |
| Bhoomi Patel |
26/07/2021 |
-- |
e) Declaration by an Independent Director(s) and reappointment, if any:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct
formulated by the Company as hosted on the Company's Website i.e. www.navkarbuilders.com
11. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of
the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration)
Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year
ended on 31 March 2023 in Form MGT-7 is uploaded on website of the Company and can
be accessed at www.navkarbuilders.com
12. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
A detailed disclosure with regard to the IEPF related activities undertaken by your
Company during the year under review forms part of the Report on Corporate Governance.
13. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met seven times (07). The details of the board
meetings are provided in Corporate Governance Report.
| 20/04/2022 |
30/05/2022 |
05/08/2022 |
08/08/2022 |
| 01/09/2022 |
14/11/2022 |
13/02/2023 |
|
14. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors made the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. That such accounting policies have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2023 and of the
profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. That the annual financial statements have been prepared on a going concern basis.
e. That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
15. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March 31, 2023. This
is also being supported by the report of the auditors of the Company as no fraud has been
reported in their audit report for the financial year ended March 31, 2023.
16. BOARD'S COMMENT ON THE AUDITORS' REPORT:
There were no qualifications, reservations or adverse remarks made by Auditors in their
respective reports. Observation made by the Statutory Auditors in their Report are
self-explanatory and therefore, do not call for any further comments under section
134(3)(f) of the Companies Act, 2013.
17. AUDITORS:
A. Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the
Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. S.
V. Agrawal & Co., Chartered Accountants, Ahmedabad were appointed as Statutory
Auditors of the Company from Annual General Meeting of year 2019 and that they shall hold
the office of the Statutory Auditors of the Company from the conclusion of this meeting
until the conclusion of the Annual General Meeting which will be held in the year 2024 on
such remuneration as may be fixed by the Board of Directors in consultation with them.
The certificate of eligibility under applicable provisions of the Companies Act, 2013
and corresponding Rules framed thereunder was furnished by them towards appointment of a 5
(Five) years term.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed PCS Rupal Patel, Practicing Company Secretary, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
-A".
Reply for qualification Remark in Secretarial Audit Report:
1. The Company is committed to timely disclosure of financial results as per the
requirement.
2. Although company has not published/advertised the financial result Financial Year
2022-2023 under review in the newspaper. However, the same was uploaded on the company
website as well as BSE Portal.
3. The Company is committed to disclosure of unpaid dividend details on the prescribed
form in timely manner.
18. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the
General Reserve and the balance amount of Rs. 128.52/- lacs has been carried forward to
profit & loss account.
19. DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are no
outstanding and overdue deposits as at March 31, 2023.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related party
during the year under review.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which would
impact the going concern status of the Company and its future operations.
23. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending (except the previous years which was already
disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National
Company Law Tribunal or other Courts
24. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions
25. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
26. CORPORATE SOCIAL RESPONSIBILITY:
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not required to formulate and implement any
Corporate Social Responsibility Initiatives as the said provisions are not applicable to
the Company during the year under review.
27. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such events
which if occurs will adversely affect either / or, value to shareholders, ability of
company to achieve objectives, ability to implement business strategies, the manner in
which the company operates and reputation as "Risks". Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed
exercise is carried out to identify, evaluate, manage and monitoring all the three types
of risks.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. During the year under review, the company retained external
audit firm to review its existing internal control system with a view of tighten the same
and introduce system of self-certification by all the process owners to ensure that
internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the
Financial Statements during the year under review.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in
the Corporate Governance Report and also posted on the website of the Company.
31. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on
record its sincere appreciation of the devoted efforts of all employees in advancing the
Company's vision and strategy to deliver good performance.
32. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is
also available on the Company's website at www.navkarbuilders.com
33. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has been proactive in the following principles and practices of good
corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on
Management Discussion and Analysis and the Corporate Governance practices followed by the
Company and the Auditors Certificate on Compliance of mandatory requirements are given as
an "Annexure B & C" respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has taken
adequate steps to ensure that the requirements of Corporate Governance as laid down in
Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the
Auditor's Certificate regarding compliance of conditions of Corporate Governance are
attached separately and form part of the Annual Report.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
During the year conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, is nil.
35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year as on 31st March, 2023 and
the date of Director's Report.
36. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
as "Annexure- D" to the Board's report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per
annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of
remuneration during the year or part thereof which, in the aggregate, at a rate which is
in excess of the remuneration drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under.
During the financial year 2022-23, the company has not received any complaints on
sexual harassment and hence no complaints remain pending as of March 31, 2023.
38. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the
Institute of Company secretaries of India relating to ‘Meetings of the Board of
Directors' and General Meetings' and ‘Report of the Board of Directors' respectively,
have been duly followed by the Company.
39. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
| Date: 07/07/2023 |
By Order of the Board of Directors |
| Place: Ahmedabad |
For Navkar Urbanstructure Limited |
|
(Formerly Known as Navkar Builders Limited) |
|
Sd/- |
Sd/- |
Sd/- |
|
Harsh Shah |
Pinki Sagar |
Ami Kankaria |
|
Managing Director |
Director& CFO |
Company Secretary |
|
DIN: 01662085 |
DIN: 08113318 |
|
|