navcom industries ltd Directors report

To,

The Members,

Navcom industries limited,

The Board of Directors have pleasure in presenting before you the 25^lh Annual Report and Audited Statements of Accounts for the year ended as on 31^st March, 2016.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31^st March, 2016 are briefly given below:-

PARTICULARS	2015-2016 (In Rs.)	2014-2015 (In Rs.)
Sales & Other Income	3,86,15,012	3,33,17,503
Profit/Loss before Interest, Depreciation & Income Tax and Extraordinary Items	(2,47,045)	54,774
Less : Interest
Depreciation	74,473	2,676
Profit/ (Loss) for the Year before tax	(3,21,518)	52,098
Less : Provision for Tax Current "fax		10,000
Deferred tax (credit)/charge	-	-
Profit/(Loss) after Tax	(3,21,518)	42,098

2. MANAGEMENT DISCUSSION AND ANALYSIS

Structure of the Company and thrust of the Business:

With the steps taken by the promoters to restart the operations of the company the company achieved a turnover of Rs. 386.15 Lacs for the financial year 2015-16 against Rs, 333.31 Lacs for the financial year 2014-15. As the company is mainly doing trading activity accordingly the profit margin was quite low. Moreover due to liquidity crunch the company is not in a position to restart its business activity in full swing.

Risks, Concerns and Outlook:

The Promoters of the Company have rich experience in Oil & Food Industry and they are looking for a proper opportunity to re-start the business activities of the company in full swing in the same line. However as the Net worth of the Company is negative the Company is facing liquidity problems to start its business operations in full swing,

Internal Control Systems and its adequacy:

At present the volume of the business of the Company is low and does not call for stringent internal controls and systems. However as the business of the Company will grow, the management will ensure that proper and effective systems are in place. The Company will strengthen the controls with the help of Professionals in the line.

Human Resource and Industrial Relations:

The Promoters of the Company have rich experience as regards Human Resource and Industrial Relations. Once the activities of the Company are put in line and the plan for revival of the company is finalized, the management will take due care to appoint experts in the respective fields and will ensure that manpower development is strengthened.

3. CAUTIONARY STATEMENT

Statements made in this ‘Management Discussion and Analysis Report’ describing the Company’s Projections, estimates, expectations or predictions may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

4. TRANSFER TO RESERVES

Company has carried forward the Loss of the year of Rs. 3,21,518/- to the Balance in Profit & loss Account,

5. DIVIDEND

The Directors do not recommend any Dividend.

6. PUBLIC DEPOSITS

During the Financial Year 2015-16, your Company has not accepted any Deposits wuthin the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

7. HOLDING COMPANIES, SUNSIDIARY COMPANIES AND ASSOCIATE COMPANIES

Company does not have any Holding Companies, Subsidiary Companies and Associate Companies.

8. EXTRACT OF ANNUAL RETURN - [CLAUSE (A) OF SECTION 134 (3)]

The Details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Company

(Management and Administration) Rules, 2014, are set out herewith as Annexure I to this report.

9. NUMBER OF MEETINGS OF THE BOARD: [CLAUSE (B) OF SECTION 134(3)]

During the financial year 2015-2016 Twelve (12) Board Meetings were convened and held on 5^th April, 2015, 30^th May, 2015, 10^th June, 2015, 14* August, 2015, 25^th August, 2015, 5^th September, 2015, 30* September, 2015, 14^,h November, 2015, 1^st December, 2015, 5^th February, 2016, 12* February, 2016 and 10^th March, 2016.

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company, The intervening gap between the meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. DIRECTORS’ RESPONSIBILITY STATEMENT [CLAUSE (C) OF SECTION 134(3)]

Directors’ Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Financial Statements for the year ended 31^st March, 2016, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments 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 31^st March, 2016 and of the Loss of the Company for the year ended on that date;

c) 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) The Annual Financial Statements have been prepared on a going concern basis;

c) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

1) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS U/S 149 (6) [CLAUSE (D) OF SECTION 134(3)]

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the Criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

12. AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditor:

In the Annual General Meeting held on 30^th September, 2014, the Company had appointed M/s. Sanjay N. Pawar & Associates, Chartered Accountants, having Firm Registration No: 122769W as the Auditors of the Company, Accordingly the Auditors have furnished their Report dated 30^th May, 2016.

The qualifications of the Auditors and the replies given in the Notes to Accounts are self explanatory.

b) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shekhar Ghatpande & Co., Company Secretaries having Membership No FCS: 1659 CP No: 782 to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - II to this Report which is qualified by the Secretarial Auditors on certain points.

c) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 [CLAUSE (G) OF SECTION 134(3)]

During the Financial year 2015-2016, Company had not provided any Loans, Guarantee and Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) IN FORM AOC-2 [CLAUSE (H) OF SECTION 134(3)]

During the year under report, Company did not have any contracts or arrangements with related parties referred to in Section 188(1). Hence the disclosure in Form AOC-2 is Nil, which is annexed hereto as Annexure III to this Report.

15. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT [CLAUSE (L) OF SECTION 134 (3)]

"No material changes took place, nor were any commitments made by the Board affecting the financial position of the Company between the closures of this Financial Year under Report till the date of this Report.

16. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Year under Report, there are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

(ii) The steps taken by the company for utilizing alternate sources of energy:

(iii) The capital investment on energy conservation equipments:

Information required in respect of Conservation of Energy in terms of Section 217(1 )(e) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is NIL.

B. Technology absorption:

Information required in respect of Technology Absorption in terms of Section 217(l)(c) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is NIL.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings : - Rs. Nil.

Foreign Exchange Outgo : - Rs. Nil

18. STATEMENT ON RISK MANAGEMENT POLICY OF THE COMPANY [CLAUSE (N) OF SECTION 134(3)]

At present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and study the Risks involved.

19. DETAILS OF CSR (CORPORATE SOCIAL RESPONSIBILITY) POLICY DEVELOPED BY THE COMPANY AND INITIATIVES TAKEN DURING THE YEAR [CLAUSE (O) OF SECTION 134(3)]

The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

20. BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules there under 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 and Remuneration and other statutory committees. Performance evaluation has been carried out as per Nomination and Remuneration Policy.

21. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

22. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Ms. Shruti Lunkad was appointed as an Additional Director of the Company w.e.f. 10* June, 2015.

During the year Mr, Prashant Kumbhare resigned as the Director of the Company w.e.f. 10* March, 2016.

23. DIRECTORS PROPOSED TO BE RE- APPOINTED AT THE ANNUAL GENERAL MEETING:

Ms Shruti Lunkad and Ms. Mrugnaina Lunkad the Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

24. COMPOSITION OF COMMITTEES:

a) Audit Committee

The Audit Committee was constituted in June 2002, At close of financial year 2015- 2016 i.e. as on 31st March, 2016 it comprises of three Directors, viz. Mr. Pravin S. Lunkad, Chairman Promoter Non Executive Director, and Mr. Gurasidhdapa Kalashetti, Non Executive Independent Director and Ms. Mrugnaina Lunkad Non Executive Non Independent Director. During the Year the Audit Committee was reconstituted on resignation of Mr. Prashant Kumbhare Non Executive Independent Director who was replaced by appointment of Ms, Mrugnaina Lunkad Non Executive Non Independent Director, The Audit Committee as on the close of the Financial Year was not duly constituted.

Audit Committee held total four Meetings during the Financial Year under review, on 30^th May, 2015, 14th August, 2015, 14th November, 2015, and 12^th February, 2016. All the members were present to all Meetings. The terms of reference of the Audit Committee includes the matters specified in Regulation 18(3) read with Part C of Schedule II of the Listing Regulations as well as those in Section 177 of the Companies Act, 2013.

b) Remuneration Committee

The Remuneration Committee was constituted in June 2002, At close of financial year 2015-2016 i.e. as on 31st March, 2016 it comprises of three Directors, viz. Mr. Pravin S. Lunkad, Chairman Promoter Non Executive Director, and Mr. Gurasidhdapa Kalashetti, Non Executive Independent Director and Ms. Mrugnaina Lunkad Non Executive Non Independent Director. During the Year the Remuneration Committee was reconstituted on resignation of Mr. Prashant Kumbhare Non Executive Independent Director who was replaced by appointment of Ms, Mrugnaina Lunkad Non Executive Non Independent Director.

However as the Company does not have any Executive Directors and the Managerial staff, it did not meet during the Year under report.

c) Shareholder’s / Investor’s Grievance Committee

The Shareholder’s / Investor’s Grievance Committee was constituted in June 2002. At close of financial year 2015-2016 i.e. as on 31st March, 2016 it comprises of three Directors, viz. Mr. Pravin S. Lunkad, Chairman Promoter Non Executive Director, and Mr. Gurasidhdapa Kalashetti, Non Executive Independent Director and Ms. Mrugnaina Lunkad Non Executive Non Independent Director, During the Year the Shareholder’s / Investor’s Grievance Committee was reconstituted on resignation of Mr. Prashant Kumbhare Non Executive Independent Director who was replaced by appointment of Ms. Mrugnaina Lunkad Non Executive Non Independent Director.

The details of complaints received and redressed during the year is as follows:

Opening Balance	Received during the year	Resolved during the year	Closing Balance
0	0	0	0

The said Committee met Four times on 13^th July, 2015, 7^th September, 2015, 25^th September, 215 and 22^nd February, 2016 to effect the transfer proposals received by the Company,

25. PARTICULARS OF EMPLOYEES: (RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

None of employee in the Company who is in receipt of remuneration aggregating to Rs. 102/- Lacs or more per year or Rs. 8.50 Lacs or more per month when employed for a part of the year and the particulars as required under (Rule 5(2) Of Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014.

26. CASH FLOW

A Cash Flow Statement for the year ended 3 I^st March 2016 is attached to the Financial Statement,

27. CORPORATE GOVERNANCE:

The Corporate Governance provisions as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) are applicable to those companies whose Paid up Equity Share Capital exceeds Rs. 10/- Crs AND the Net Worth of those companies exceeds Rs. 25/- Crs,, as on the last day of the previous Financial Year,

The Paid up Equity Share Capital of the Company is Rs. 8.83 Crs and Net Worth is in Negative, it does not comply with both the said Criteria. Hence the Corporate Governance provisions are not applicable to the Company, and the Company has not furnished the Report of Corporate Governance.

28. ACKNOWLEDGMENT

Your Directors wish to express their gratitude to the well wishers of the Company at all levels.

Place: Pune	Pravin Lunkad
Date: 13/08/2016	Director
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