Navketan Merchants Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting their Twenty-Sixth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

Financial Highlights

During the year under review, performance of your company was as under:

		(Rupees in Lakhs)
Particulars	Year ended 31st March 2019	Year ended 31st March 2018
Turnover	14.71	632.26
Profit/(Loss) before taxation	(9.46)	3.53
Less: Tax Expense	0.00	1.07
Profit/(Loss) after tax	(9.46)	2.46
Add: Balance B/F from the previous year	13.14	10.61
Balance Profit / (Loss) C/F to the next year	(3.72)	13.14

State of Companys Affairs and Future Outlook

Navketan Merchants Limited was incorporated in the year 1994, West Bengal and has been engaged in trading of mainly yarns and sarees. The Company is listed on Calcutta Stock Exchange Ltd and Bombay Stock Exchange Ltd.

The Board is positive about the future growth and expects to increase the growth rate in the upcoming financial years.

Change in nature of business, if any

There has been no change in the nature of business of the company during the year and the Company continues to carry on with its existing business.

Details of Subsidiary, Joint Venture or Associates

There is no Subsidiary, Associates or Joint Ventures as on March 31, 2019.

Dividend

With the view to conserve the resources of the company the directors have not recommended any dividend during the year.

Amounts Transferred to Reserves

The Board of the company has decided to retain its profit in its surplus account only.

Changes in Share Capital, if any

There have been no changes in the share capital of the company during the financial year ended 31^st March, 2019.

Disclosure regarding Issue of Equity Shares with Differential Rights

During the Financial Year 2018-2019, the Company has not issued any equity shares with differential rights.

Disclosure regarding issue of Employee Stock Options

During the Financial Year 2018-2019, the Company has not issued any Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares

During the Financial Year 2018-2019, the Company has not issued any Sweat Equity Shares.

Extract of Annual Return

As required under the Companies Act, 2013 an extract of Annual Return, in form MGT 9, for the Financial Year ended 2018-2019 is attached with this report as Appendix I.

Performance and Financial Position of Subsidiaries and Associates

There are no Associates or Joint Ventures as on March 31, 2019.

Secretarial Audit Report

The Secretarial Audit Report issued by Company Secretary in Practice has been annexed to this Report as Appendix II.

Audit Committee

The Committee met four times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Committee as on 31^st March, 2019 comprises of Ms. Anshu Diwan, Mr. Shovan Modak and Mr. Kamal Dani. All recommendations made by the Audit Committee during the year were accepted by the Board.

Statutory Auditor

M/s Mamta Jain & Associates, Chartered Accountants, having Registration No. 328746E, was appointed as the Statutory Auditors of the Company for a period of five consecutive years from the year ending 31st March, 2019 to 31st March, 2023. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 effective from May 7, 2018.

Explanation to Auditors Remarks

The Auditors report and Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks. The Auditors report and Secretarial Auditors Report is enclosed with the financial statements in this Annual Report.

Material Changes Affecting the Financial Position of the Company

There were no material changes affecting the Financial Position of the company since its last balance sheet date which could have affected the Company.

Particulars of Loan, Guarantees and Investments under Section 186

These details have been provided in the Financial Statements of the Company pursuant to Section 186(4).

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2018-19 in the prescribed format, AOC 2 is attached with this report as Appendix MI.

Deposits

During the year under review the company has not accepted or renewed any deposits under section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

Conservation of Energy, Technology, Absorption

The operations of the Company are not energy intensive. However, adequate measures have been taken to ensure the use of energy-efficient equipments which are environment friendly.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings :	Nil
Foreign Exchange Outgo :	Nil

Risk Management Policy

The Board has approved a Risk Management Policy in commensuration to the size and nature of the business which includes adherence to general financial discipline and checks to safeguard unauthorized use of company assets and finance. The same are reviewed and revised as per the needs to minimize and control the risk. The Risk Management Policy of the Companys can be accessed at www.navketanmerchants.com

Details of Directors and Key Managerial Personnel

Mr. Amit Kumar Mishra and Mr. Himadri Kumar Dutta, Director of the Company, resigned from the Board with effect from 28.09.2018 and 28.03.2019 respectively.

Ms Kavita Shaw, Company Secretary, resigned w.e.f 31.01.2019 and Ms Pooja Bothra was appointed as the Company Secretary of the Company at the meeting held on 28.03.2019.

Mr. Shovan Modak, was appointed as Non-Executive - Independent Director with effect from 28.03.2019.

Number of Board Meetings

The Board met 7 (seven) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of significant & material orders passed by the regulators or courts or tribunal

No significant or material orders were passed by the regulators or court or tribunal against the company.

Fraud Reporting

The company has adopted best practices for fraud prevention and reporting. No fraud on or by the company has been reported by the statutory auditors.

Voluntary Revision of Financial Statements or Boards Report

There has not been any such revision during the year under report.

Receipt of any commission by MD / WTD from the Company or for receipt of commission / remuneration from its Holding or subsidiary

The Managing Director of the company has not received any commission / remuneration from the Company or its Subsidiary during the year under review.

Declaration by Independent Director

The company has received necessary declaration from independent directors under section 149(7) of the Companies Act 2013 that they meet the criteria of independence as laid down in section 149(6) of the Companies Act 2013 and rules made there under and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

Corporate Social Responsibility (CSR) Policy

Since any of the thresholds under section 135 of the companies Act, 2013 were not triggered during the year under review so the Company is not required to frame a CSR Policy or comply with any other requirements as mentioned under section 135.

Disclosure on Establishment of a Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Corporate Governance

The Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in Regulations 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements), 2015, as applicable, are duly complied.

The Report on Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report as Appendix IV.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance towards any kind of harassment, and the Company has less than 10 (ten) employees and no cases of harassment were filed or reported during the year under report.

Criteria for Determining Qualifications, Positive Attributes and Independence of the Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of section 178(3) of the Act and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and remuneration committee (NRC) identifies persons who are qualified to become directors in accordance with the criteria laid down. The NRC review the composition and diversity of Board, keeping in view the requirement of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recommend to the Board appointment/ reappointment of eligible candidates including their terms of appointment and remuneration.

Annual Evaluation of Board Performance and Performance of its Committees and Directors

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting reviewed the performance of Board and of Non Executive Directors.

Nomination & Remuneration Committee Policy

The Company has duly constituted a Nomination and Remuneration Committee in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee has also adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees.

Particulars of Employees

The information required under Section 197 details of Ratio of Remuneration of Director pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Sl No. Basis	Particulars
1 The ratio of the remuneration of each wholetime director or managing director to the median remuneration of the employees of the company for the financial year;	Name of directors	Ratio
	Kamal Dani	4:1
	Name of % increase Directors/CFO/CEO/CS
2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	There was no increase in the salary of Directors/ CFO/CEO/CS
3 The percentage increase in the median remuneration of employees in the financial year;	Nil
4 the number of permanent employees on the rolls of Company;	2 excluding Key Managerial Personnel
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	There was no significant increase in the salary of employee of the Company in the last financial year. Further, managerial personnel have been appointed in the current financial year. The Company currently has nominal profit margin only and direct relationship between changes in remuneration viz-a-viz performance will get reflected in future years
6 Affirmation that the remuneration is as per the remuneration policy of the company	This is hereby confirmed that the remuneration is in accordance with the remuneration policy formulated by the Nomination and Remuneration Committee of the Board and adopted by the Board of the Company

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 as at 31st March, 2019 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of 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 directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support

Place: Kolkata	For and on behalf of the Board of Directors
Date : 29th May, 2019
	Kamal Dani	Amit Kumar Bandyopadhyay
	(Managing Director)	(Director)
	DIN:07960272	DIN:00424073