Directors Report of Navkar Urbanstructure Ltd.

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the Company’s Tenth Annual Report on the business and operational performance of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	FY 2017-18	FY 2016-17
Revenue from Operations	42,817.36	37,090.53
Other Income	295.27	1,312.84
Total Revenue	43,112.63	38,403.37
Less: Expenses	30,274.29	28,482.21
Profit Before Tax	12,838.34	9,921.16
Less: Tax Expenses	2,746.57	1,042.28
Profit for the Year	10,091.77	8,878.88
Other Comprehensive Income for the year (net of taxes)	12.49	(32.98)
Total Comprehensive Income for the year (Comprising Profit and other Comprehensive Income for the year)	10,104.26	8,845.90

The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS’) for the financial year commencing from April 1, 2016 and accordingly, these financial results along with the comparatives have been prepared in accordance with the recognitions and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder and the other accounting principles generally accepted in India.

The financial results of your Company as on March 31, 2018, are prepared with the effect of business combination of Navkar Terminals Limited (NTL) in Navkar corporation Limited (NCL) subsequent to amalgamation of NTL into NCL. For details, kindly refer subsequent para. Therefore the figures for the year ended March 31, 2017 has been re-stated considering the effect of amalgamation.

RESULTS OF OPERATIONS

Your Company is engaged in the business of Container Freight Station (CFS) and related activities. The CFS industry in India is facing challenges by increasing share of direct port delivery (DPD) of import containers. But your Company registered a satisfactory performance during the financial year 2017-18 countering such challenges.

The Company’s Total Revenue increased to Rs. 43112.63 lakh as against Rs. 38403.37 lakh in the previous fiscal, up by 12.26% over the previous year. This revenue was driven by handling of higher TEUs and higher realizations. The Company also progressed well on multiple performance improvement initiatives, reduction in finance cost, optimization of logistics cost, and productivity. As a result, the operating EBIDTA for the year grew by 12.55% in comparison to the last year. The Company posted net profit of Rs. 10,104.26 lakh for FY 2017-18 as compared to the net profit of Rs. 8845.90 lakh for FY 2016-17.

SCHEME OF AMALGAMATION

Amalgamation of Navkar Terminals Limited (“Transferor Company”) into Navkar Corporation Limited (“Transferee Company”) and their respective shareholders

During the year under review, National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated November 16, 2017 has directed to convene a meeting of Equity Shareholders (Court Convened Meeting) on January 5, 2018 and meeting of Preference Shareholders on January 6, 2018 respectively for the purpose of taking approval of the proposed amalgamation embodied in the Scheme of Amalgamation of Navkar Terminals Limited into Navkar Corporation Limited.

The Shareholders of your Company in their meeting held on January 5, 2018 and January 6, 2018 had approved the Scheme under Sections 230 to 232 of the Companies Act, 2013.

The Scheme was sanctioned by NCLT on March 28, 2018. The certified true copy of the NCLT Order No. CSP 6 of 2018 / CSP 9 of 2018 , both, dated March 28, 2018 were filed with Registrar of Companies on May 11, 2018. Consequent upon the Scheme became effective from May 11, 2018.

With effect from the Appointed Date March 1, 2016 and upon the Scheme coming into effect, the Navkar Terminals Limited, Transferor Company stand merged with and be vested in the Navkar Corporation Limited, Transferee Company, as a going concern, and pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013, together with all the properties, assets, rights, liabilities, benefits and interest therein. Kindly refer Note 44 to the financial statements.

In terms of the scheme, upon the scheme becoming effective, Navkar Corporation Limited was to issue and allot 99,790 ( Ninety Nine Thousand Seven Hundred and Ninety), 6% Cumulative Redeemable Preference Shares of face value of Rs. 100/- each aggregating to Rs. 99,79,000/- (Rupees Ninety Nine Lakhs Seventy Nine Thousand only) on the terms and conditions as mentioned in the Scheme, to the Preference Shareholders of the Navkar Terminals Limited whose names appear in the register of members on Record Date. Accordingly, the Company has issued and allotted the said number of preference shares to the allottees in the Board meeting held on June 21, 2018.

COMPANY’S STATE OF AFFAIRS

The Company has three Container Freight Stations (CFS), two at Ajivali and one at Somathane in Panvel with aggregate installed capacity of over 5,00,000 TEUs per annum. The Company has a Private Freight Terminals (PFT) which allows the Company to load and unload cargo from container trains operating between Somathane CFS and JNPT and to transport domestic cargo to and from inland destinations on the Indian rail network. The Company has started ICD operations at Vapi in the last year with an approximate installed capacity of 5,00,000 TEUs per annum. Vapi terminal volumes are growing at the higher rate. Navkar received final approval from the Indian Railways for operating a PFT at Vapi. The approval is favourable to both the railways and Navkar as the distance between the two is around 175 km. Commencement of rail operation at Vapi is expected to further improve volumes and profitability as the company has an Inland Container Depot at Valsad (Gujarat) along the industrial belt. The management expects to handle 5,000 TEUs per month through this terminal. The ramp-up in volumes will result in significant margin expansion as it will enjoy high operating leverage. Detailed report is available under separate section Management Discussion and Analysis, forms part of this Annual Report.

DIVIDEND AND RESERVES

With a view to conserve the resources for current as well as future business requirements and expansion plans, your Board is of the view that the current year’s profit be ploughed back into the operations and hence no dividend is recommended for the financial year ended March 31, 2018.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The decision of the Board of Directors on dividend for the financial year 2017-18 is in accordance with the Company’s policy of meeting long-term growth objectives of the Company by internal cash accruals.

The details of reserves and surplus are provided in note no 17 of the notes to the financial statement.

As per the regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) requires the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites.

In the last year’s Annual Report, the above disclosure was absent inadvertently. The Dividend Distribution policy is annexed as Annexure - 1. However, the policy is available on Company’s website: http://www.navkarcfs.com/b7download/ policies/Dividend-Distribution-Policy.pdf.

AWARDS AND RECOGNITIONS

The Company has received the following awards and recognitions during the financial year 2017-18:

Container Freight Station of the Year award by 8th All India MALA (Maritime & Logistics Awards) in September 2017 at Mumbai.

Container Freight Station of the Year award at the 2nd Edition of India Maritime Awards in June 2017 at Mumbai.

Container Freight Station of the Year award at the 5^th Samudra Manthan Awards 2017 in December 2017 at Mumbai.

Award for Highest Import deliveries of containers from Jawaharlal Nehru Port Trust (JNPT) during the year 2017-18 at Mumbai.

SHARE CAPITAL

During the financial year, the Authorized Share Capital of the Company was increased from Rs. 160 Crore to Rs. 170 Crores vide member’s approval dt. August 24, 2017. Further in terms of the Amalgamation Scheme of wholly owned subsidiary Company Navkar Terminals Limited with your Company the Authorised Shares Capital of the Company was increased hence the present Authorized Share Capital of the Company is Rs. 2,26,00,00,000/- (Rupees Two Hundred Twenty Six Crore Only) divided into 21,50,00,000 (Twenty One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each, 50,00,000 (Fifty Lakh) 0% Cumulative Redeemable Preference Shares of Rs. 10/-(Rupees Ten Only) each and 6,00,000 (Six Lakh) 6% Cumulative Redeemable Preference Shares of Rs, 100/- (Rupees One Hundred Only) each.

The Company successfully raised Rs. 144,77,41,914/- (Rupees One Hundred Forty Four Crores Seventy Seven Lakhs Fourty One Thousand Nine Hundred Fourteen only) through Qualified Institutional Placement (QIP) in October, 2017 by issuing 79,11,158 (Seventy Nine Lakhs Eleven Thousand One Hundred Fifty Eight) Equity Shares (Face Value Rs. 10/- each) at the price of Rs. 183/- each.

As on March 31, 2018, the issued, subscribed, paid up share capital of your Company stood at Rs. 152,81,91,810/-(Rupees One Hundred Fifty Two Crore Eighty One Lakhs Ninety One Thousand Eight Hundred Ten only) comprising 15,05,19,181 (Fifteen Crores Five Lakhs Nineteen Thousand One Hundred Eighty One) Equity Shares of face value of Rs. 10/-(Rupees Ten) each and 23,00,000 (Twenty Three Lakhs) 0% cumulative Redeemable Preference Shares of face value of Rs. 10/- (Rupees Ten) each.

On June 21, 2018, Company has issued and allotted 99790 (Ninety Nine Thousand Seven Hundred Ninety) 6% Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each to existing Preference Shareholders of the amalgamated Company Navkar Terminals Limited towards consideration of aforesaid amalgamation.

Apart from the above there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of signing of this report

DETAILS OF UTILISATION OF IPO AND QIP PROCEEDS

a) IPO Proceeds

Pursuant to the Initial Public Offer made in September 2015, the Company had collected Rs. 51,000 Lakhs through fresh issue of 32,903,225 Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 145/- each share.

Utilization of funds so raised is as under Statement of Utilization of funds raised through Initial Public Offering (lPO):

(Rs. In Lakh)

Particulars	Amount
Issue Proceeds	51,000.00
Less: Issue expenses (including service tax)	3,185.80
Net Proceeds from IPO	47,814.20
Less: Utilization of IPO proceeds upto December 31, 2017	47,814.20
Funds to be utilized	NIL
Additional Amount utilised out of internal accruals upto Decemer 31, 2017	520.20

Object wise details of utilization are as under: (Rs. in Lakh)

Particulars	Proposed amount as per Prospectus	Revised proposed amount	Amount utilized	Amount unutilized
	(1)	(2)	(3)	(4)=(2) - (3)
Capacity enhancement of the Somathane CFS	11,452.80	7,794.30	7,794.30	NIL
Development of the non-notified areas of CFSs (Somathane)	5,425.10	4,468.70	4,468.70	NIL
Establishment of a logistics park at Valsad (near Vapi)	31,456.50	20,764.60	20,764.60	NIL
Repayment of loan	-	15,306.80	15,306.80	NIL
Total	48,334.40	48,334.40	48,334.40	NIL

IPO of the Company was comprise of an offer for sale of 58,06,451 Equity Shares aggregating to Rs. 90 Crores by Sidhhartha Corporation Private Limited, a member of Promoter G roup.

b) Details of Utilization of QIP Proceeds

Statement of Utilization of funds raised through Qualified Institutional Placement (QIP):

Utilization of QIP Proceeds (Rs. In Lakh)

Particulars	Amount
Gross proceeds from QIP issue	14,477.42
Less: Utilization of QIP proceeds for the objects stated in the Placement Document	14,477.42
Funds unutilized	Nil

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2017-18, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company constantly endeavors to follow best Corporate Governance guidelines and best practices and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company’s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has put in place an effective corporate governance system which ensures that the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly complied with.

A Certificate from Practicing Company Secretary M/s. HS Associates, Mumbai confirming compliance with the conditions of Corporate Governance stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to carry on business with ethics, transparency and accountability of all its stakeholders. The Company believes in demonstrating responsible behavior while adding value to the society and community as well as ensuring environmental well being.

Pursuant to provisions of Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company during the period under review from an environmental, social and governance perspective, has been annexed to this Report

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY

During the period under review, Navkar Terminals Limited (NTL) was a Wholly Owned Subsidiary Company of Navkar Corporation Limited (NCL). Subsequent to Amalgamation of NTL with NCL, NTL stands merged with NCL and therefore it ceases to be Wholly Owned Subsidiary of your Company. There is no other subsidiary, joint venture and associate Company of NCL.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year ended March 31, 2018, Ms. Sudha Gupta (DIN 01749008) Independent Director and Capt. Dinesh Gautama (DIN 02384688), Whole time Director & Chief Executive Officer of the Company have resigned from the Directoship of the Company w.e.f. October 6, 2017 and December 7, 2017 respectively. The Board placed on record appreciation of their valuable contribution during their tenure towards the Company. However, Capt. Dinesh Gautama continues as a Chief Executive Officer of the Company.

Ms. Pooja H. Goyal (DIN 7813296) and Mr. Sandeep Kumar Singh (DIN 02814440) were appointed as an Additional Director in the category of Non-executive- Independent Director by the Board of Directors with effect from December 14, 2017 and August 23, 2018 respectively, shall hold office upto the conclusion of ensuing Annual General Meeting (AGM) in terms of section 161 of the Companies Act, 2013. Proposals for their appointment as an Independent Directors is being placed before the members in the ensuing Annual General Meeting for their approval.

Mr. Lalit Menghnani (DIN 06614582), Independent Director has resigned from the Company w.e.f. May 25, 2018. Your Directors place on record deep appreciation of his valuable contribution to the Company during his tenure.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nemichand J Mehta, (DIN 01131811), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Accordingly, the Board of Directors of the Company recommends his re-appointment. On his re-appointment, same terms and conditions will remain applicable as approved by share holders earlier.

The brief resume of Directors seeking appointment/reappointment and other related information has been detailed in the Notice convening the 10^th AGM.

During the year under review Mr. Hitesh Kumar Jain had resigned from the post of Company Secretary & Compliance officer of the Company with effect from December 15, 2017. Subsequent to his resignation, Ms. Deepa Gehani has been appointed as a Company Secretary & Compliance officer of the Company with effect from January 5, 2018 as per section 203 (1) of the Companies Act, 2013 and Regulation 6 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As on March 31, 2018, the following are the Key Managerial Personnel of the Company;

Mr. Shantilal J Mehta - Chairman & Managing Director Mr. Nemichand J Mehta - Whole time Director Capt. Dinesh Gautama - Chief Executive Officer Mr. Anish Maheshwari - Chief Financial Officer Ms. Deepa Gehani - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence as enumerated under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of the Board of Directors, Board Committees and other individual directors including Chairman, Executive, Independent Directors which include criteria for performance evaluation of Executive Directors and Non-Executive Directors. The evaluation process inter-alia considers availability and attendance, experience, effective participation, domain knowledge, compliance with code of conduct, integrity, diligence and participation, leadership, etc.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board.

The performance evaluation of the Chairman and NonIndependent Directors was carried out by Independent Directors. Details of the same are given in the report on Corporate Governance annexed hereto. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

NUMBER OF MEETINGS OF THE BOARD

Five (05) meetings of the Board of Directors were held during the financial year 2017-18. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year 2017-18, one (1) separate meeting of the Independent Directors of the Company was held on May 29, 2017 in accordance with the provisions of the Schedule IV of the Companies Act, 2013.

AUDIT COMMITTEE

Composition of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. As on March 31, 2018, the Composition of the committee is as under:

Mr. Ashok Kumar Thakur - Chairman (Independent Director)

Ms. Pooja H. Goyal - Member (Independent Director)

Mr. Nemichand J. Mehta - Member (Whole time Director)

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 March 31, 2018 and of the profit of the Company for the year ended on that date;

(c) The Directors have 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 have prepared the annual accounts on a going concern basis; and

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND AUDIT

As per section 134(5)(e) of the Companies Act, 2013, your Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of internal financial controls. This provides the Directors with reasonable assurances regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. Your Company has adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and such internal financial controls over financial reporting are operating effectively based on the criteria established by the Company considering the essential components of internal control.

Further, the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Proper policies and procedures are in place to ensure orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company has an internal audit function that inculcates the best standards and policies. The Company has a strong internal audit department reporting to the Audit Committee. Internal Audit team has access of all the information. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

RISK MANAGEMENT POLICY

The Company recognizes that existing and emerging risks should be mitigated to:

a. To protect the interest of shareholders and other stakeholders interest

b. Achieve its business objective

c. Enable sustainable growth

Your Company has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. These self-regulatory processes and procedures are contained in our Risk Management Policy.

Under the guidance of the Board of Directors of the Company, Key Managerial Personnel and Senior Employees who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are systematically addressed through mitigating actions on a continuing basis.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. No complaints pertaining to Sexual Harassment has been received during the FY 2017-18.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per provisions of Section 177 of the Companies Act, 2013 and applicable Rules framed thereunder, the Company has established a vigil mechanism in form of Whistle Blower Policy for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy, details of which are provided in the Corporate Governance Report, which forms part of the Annual Report. The policy has been placed on the website of the Company.

The Policy provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. During the FY 2017-18, the Company has not received any complaints through vigil mechanism.

The Whistle Blower Policy is available on the companies website at the link i.e. http://www.navkarcfs.com/b/download/policies/ vigil-mechanism-or-whistle-blower-policy.pdf

NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate proportion of Executive and Independent directors to maintain the independence on the Board and separate its functions of governance and management.

The Company has framed Nomination and Remuneration Policy. Silent features of such policy are outlined in Annexure - 2 of this Report.

The Nomination and Remuneration policy is available on the Company’s website at the link i.e. http://www.navkarcfs.c0m/b/ download/policies/nomination-&-remuneration-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As required under the provisions of the Section 135 of the Companies Act, 2013, the Board has constituted the Corporate Social Responsibility Committee which monitors and oversees various CSR initiatives and activities of the Company. The Committee comprises three directors with Non-Executive-Independent Director as its Chairperson. Further details such as composition, terms, functions, meetings and attendance of directors of the said committee are provided in the Corporate Governance Report forming part of this Annual Report.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 3 and forms an integral part of this Report. Policy on Corporate Social Responsibility is available on the Company’s website at the link http://www.navkarcfs.com/b/download/ policies/CSR-Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year 2017-18 were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

All related party transactions pre-cleared by the Audit Committee and these are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for annual transactions which are of recurring nature. A statement containing details of all transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval on a 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 - 4 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: http://navkarcfs.com/b/download/ policies/RPT-Policy.pdf

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Statutory Auditors, M/s. S. K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, had been appointed as Statutory Auditors in the Sixth Annual General Meeting (AGM) of the Company held on September 11, 2014 to hold office from the conclusion of the Sixth AGM till the conclusion of Eleventh AGM to be held in the financial year 2018 - 2019 (subject to ratification by members at every AGM).

According to the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on May 07, 2018, the requirement of ratification of Statutory Auditors by the members of the company at every Annual General Meeting has been done away with. Therefore, no resolution has been proposed for their ratification at the ensuing AGM. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to section 204 of the Companies Act, 2013, the Board had appointed M/s. HS Associates, a Firm of Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2017 -18. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - 5 with this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Standards

During the period under review, the Company has complied with the all applicable Secretarial Standards i.e. SS - 1 and SS - 2 relating to meetings of Board of Directors and General Meetings respectively issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9, as provided under Section 92 of the Companies Act, 2013, is annexed as Annexure - 6 and forms an integral part of this Report. The Company has placed a copy of such form on it’s website that can be viewed by following the link: http://www.navkarcfs.com/b/ download/documents/annualreturn.pdf

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 -7 forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed as Annexure - 8 to this Report.

ENVIRONMENT AND SAFETY

Your Company is committed to make surrounding atmosphere at it’s all CFS and ICD full of fresh air and greenery. In its efforts, huge number of trees has been planted at CFS and ICD year on year.

The Company pay special attention to the safety and smooth flow of the containers. To ensure this, our processes are designed such that they come built-in with safety features. Right from installing a revolutionary technology, like RFID-based container tracking to basking in the goodwill with shipping lines, importers and exporters, freight forwarders and custom house agents. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. Audit of safety measures taken by the Company is being carried out at regular interval.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are important assets of Navkar. Your Company has adopted employee friendly HR processes that held to grow and offer them personal developmental opportunities. The Company’s HR policies encourage talent acquisition and retention process, ensure transparency, and facilitate development, building trust and encourage and support performance oriented environment. Providing equal opportunities to all employees and ensuring diversity by creating level playing field for under privileged segments of the society through positive actions are the ethos of team building process at Navkar. Your Company has such policies in place to prevent discrimination, sexual harassment and encourage talent.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 2017-18:

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any Employees’ Stock Option Scheme.

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.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its Subsidiary Company.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

Your Directors takes this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Government Authorities Banks, Customers and Shareholders during the period under review. Your Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

On behalf of the Board of Directors

Shantilal J. Mehta

Chairman & Managing Director

Navi Mumbai DIN: 00134162

August 23, 2018

---

Mar 31, 2016

To,

The Members

The directors have pleasure in presenting their Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31^st March, 2016.The Management Discussion and Analysis is also included in this Report.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars	Year Ended 31.03.2016 (Rs. in lacs)	Year Ended 31.03.2015 (Rs. in lacs)
Gross Sales/Income	6487.30	8302.43
Depreciation	191.17	207.88
Profit/(Loss) before Tax	345.45	654.37
Taxes/Deferred Taxes	118.50	230.63
Profit/(Loss) After Taxes	226.94	423.74
P& L Balance b/f	1328.75	1115.27
Proposed Dividend	87.27	174.53
Dividend Distribution Tax	17.86	35.73
Profit/ (Loss) carried to Balance Sheet	1450.56	1328.75

During the year under review the total income was Rs. 64,87,30,098/- as compared to Rs. 83,02,43,276/- of that of the previous Year. The Company has provided Rs.1,91,16,923/-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. 2,26,94,300/-.

NATURE OF BUSINESS:

The Company is engaged in the Business of Infrastructure Activity including providing and supplying Ready Mix Concrete and RCC Pipes.

There was no change in the nature of the business of the Company during the year under review.

DIVIDEND:

Your directors are pleased to recommend 5% dividend on Equity Shares for the year ended 31^st March, 2016, aggregating Rs. 87,26,650/- after paying Dividend Distribution tax aggregating Rs. 1,786,345/-.

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. 1,21,81,305/- has been carried forward to profit & loss account after provision for proposed dividend and dividend distribution tax.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one associate company named Navkar Fiscal Services Private Limited.

Financial Details of the company is as under.

Particulars	Year Ended 31.03.2016 (Rs. in lacs)	Year Ended 31.03.2015 (Rs.)
Gross Sales/Income	52.59	0.30
Less Depreciation	0.00	0.00
Profit/(Loss) before Tax	51.74	0.10
Taxes/Deferred Taxes	0.45	0.00
Profit/(Loss) After Taxes	51.29	0.10
P& L Balance b/f	-62.54	-62.24
Profit/ (Loss) carried to Balance Sheet	-11.24	-62.54

The Company is engaged in the Business of Real Estate and Construction Consultancy. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2016 was Rs. 17,45,33,000/-.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

D) 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.

FINANCE:

The Company has repaid the installments of Term Loans amounting to Rs. 3,39,02,308/during the current year.

Long Term Debt of the Company stands to Rs. 2,14,67,159/- as on 31^st March, 2016.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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.

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.

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.

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.

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.

a) Changes in Directors and Key Managerial Personnel:

Mr. Rameshchandra Patel will retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

The Company has appointed Ms. Ripal Dave as an additional independent woman director of the Company pursuant to section 149 (1) of Companies Act, 2013 on 25/05/2015.

The Company has re-appointed Mr. Dakshesh Shah and Mr. Samir Patel as Managing Director of the Company on 12/06/2015.

b) 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 Requirement), Regulations, 2015.

c) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy:

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.

e) Number of Meetings of the Board of Directors and Audit Committee:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Twenty Two Board Meetings and one Independent Directors’ meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum Rs. 5,00,000/- or more per month during the year. 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR): Not Applicable DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make 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, 2016, 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, 2016 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large which is disclose in AOC-2

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.

AUDITORS: A. Statutory Auditors

The Company had received Notice of Resignation dated 12/08/2016 under Section 140(4) of the Companies Act, 2013 from M/s. J.B. Shah & Co., Chartered Accountants, Ahmadabad in its capacity as a Statutory Auditors of the Company and the Board have recommended appointment of M/s. S V K & Associates, Chartered Accountants, Ahmadabad, as Statutory Auditors in place M/s. J.B. Shah & Co., Chartered Accountants, Ahmadabad, the retiring Statutory Auditors.

The change in the Statutory Auditors is proposed in order to remain at the forefront of good governance and in recognition of regulatory changes under the Companies Act, 2013. The Copy of the special notice for the appointment of new auditors is not required to be given in this report as provided under sub-section (2) of section 139 of the Companies Act, 2013.

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 CS 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. Though the Company has not published notice for Financial Result, the company has uploaded the same on Website of the company and also submitted to BSE Limited also.

2. The company is in process for filling the form 5INV and also in compliance with under MCA Notification G.S.R. 352(E) dated 10th May, 2012 which was introduced Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on 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 annexed herewith as “Annexure-B”.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure-C”.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

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 “D & E” 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management Discussion and Analysis and the Auditors’ Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

DISCLOSURE AS PER 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 2015-16, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2016.

ACKNOWLEDGMENT:

Your Directors thank 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.

By Order of the Board of Directors

Place : Ahmadabad

Date : 30/04/2016 Sd/- Sd/- Sd/-

(Samir Patel) (Dakshesh Shah) (Shailesh Shah)

Managing Director Managing Director Director & CFO

DIN: 01852150 DIN: 00561666 DIN: 02231177

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Mar 31, 2015

Dear Members

The Directors' present the Annual report on the business and operations of your Company for the year 2014-2015.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 (Rs.) (Rs.)

Gross Sales/Income 83,02,43,276 59,04,24,904

Depreciation 2,07,88,342 1,57,13,518

Profit/(Loss) before Tax 6,54,36,561 5,05,54,039

Taxes/Deferred Taxes 2,30,62,911 1,54,43,985

Profit/(Loss) After Taxes 4,23,73,650 3,51,10,054

P& L Balance b/f 11,15,26,882~ 7,64,16,828

Profit/ (Loss) carried to Balance Sheet 13,28,74,542 11,15,26,882

During the year under review the total income was Rs. 830,243,276 as compared to Rs. 59,04,24,904 of that of the previous Year. The Company has provided depreciation Rs. 2,07,88,342 whereas Rs. 1,57,13,518 of that of previous year. 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. 42,373,650.

NATURE OF BUSINESS

The Company is engaged in the Business of Infrastructure Activity including providing and supplying Ready Mix Concrete and RCC Pipes.

There was no change in the nature of the business of the Company during the year under review.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

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. 42,373,650 has been carried forward to profit & loss account.

DIVIDEND

Your directors are pleased to recommend 10% dividend on Equity Shares for the year ended 31st March, 2015, aggregating Rs. 1,74,53,300/-.

However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 17,45,33,000.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) 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.

FINANCE

The Company has repaid the installments of Term Loans amounting to Rs. 7.15 crores during the current year.

The Company has also made fresh borrowings of Rs.1.60 Crores for funding capital expenditure and other requirements. Long Term Debt of the Company stands to Rs. 5.54 crores as on 31st March, 2015.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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.

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.

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.

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.

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.

DIRECTORS

a) Changes in Directors and Key Managerial Personnel:

Mr. Sunil Bohara will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

During the year under review, Company has accepted resignation of Mr. Prakash Govindbhai Shah from the Directorship of the Company on 16/03/2015.

The Company has appointed Ms. Ripal Snehanbhai Dave as an additional independent woman director of the Company pursuant to section 149 of Companies Act, 2013 on 25/05/2015.

b) 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 Clause 49 of the Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

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.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year six Board Meetings and one Independent Directors' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum Rs. 5,00,000/- or more per month during the year. 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.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make 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, 2015, 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, 2015 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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.

AUDITORS

A. Statutory Auditors

The Company's Auditors, M/s. J. B. Shah & Co, Chartered Accountants., Chartered Accountant, Ahmedabad who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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 CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Qualification in Secretarial Audit:

a) The Company has not serving notice for trading window closure to BSE during the year under review. However, Directors and promoters of the company has not made any transaction in securities of the company during the year under review.

b) The Company has not appointed Chief Financial Officer and Company Secretary of the Company. But the company has established adequate internal control procedure to comply with applicable laws, rules and regulations as amended from time to time.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

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 Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on 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 annexed herewith as "Annexure-B".

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-C".

DISCLOSURE AS PER 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 thereunder.

During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

ACKNOWLEDGMENT

Your Directors thank 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.

By Order of the Board of Directors

Place : Ahmedabad Date : 20/08/2015

Sd/- Sd/- Sd/-

(Rameshchandra Patel) (Samir Patel) (Shailesh Shah) Director Joint Managing Director Director DIN: 00561666 DIN: 01852150 DIN: 02231177

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Mar 31, 2014

The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-2014.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars

Year Ended Year landed 31.03.201-1 31.03.2013 (Rs) (Rs)

Gross Sales/Income 59,04,24,904 419, 530,790

Less Depreciation 1,57,13,518 15,449,500

Profit/(Loss) before Tax 5,05,54,039 48,074,045

Taxes/Deferred Taxes 1,54,43,985 20,964,372

Profit/(Loss) After Taxes 3,51,10,054 29,950,684

P& L Balance b/f 76,416,828 4,64,66,144

Profit/ (Loss) carried to 11,15,26,882 76,416,828 Balance Sheet

During the year under review the total income was Rs.59,04,24,904 as compared to Rs. 419, 530,790 of that of the previous Year. The Company has provided Rs.1,57,13,518 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 isRs. 3,51,10,054.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Shailesh Shah and Mr. Rameshchandra Patel, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

RESPONSIBILITY STATEMENT:

Director confirms that:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption complied and details for it attached at the end of Director report.

Foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. J. B. Shah & Co, Chartered Accountants, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Navkar Group. In the year 2013-2014, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues.

This is our commitment to manage our construction activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbors'', to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity,minimizing resource consumption and reducing our greenhouse gas emissions.

However, we recognize that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

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Mar 31, 2013

To, The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2012-2013.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2013 31.03.2012 (Rs.) (Rs.)

Gross Sales/Income 419, 530,790 40,88,91,706

Less Depreciation 15,449,500 88,94,078

Profit/(Loss) before Tax 48,074,045 3,69,74,526

Taxes/Deferred Taxes 20,964,372 17,463,020

Profit/(Loss) After Taxes 29,950,684 2,69,09,276

P & L Balance b/f 4,64,66,144 1,95,56,868

Profit/ (Loss) carried to Balance Sheet 76,416,828 4,64,66,144

During the year under review the total income was Rs. 419, 530,790 as compared to Rs. 4,64,66,144 of that of the previous Year. The Company has provided Rs. 15,449,500 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. 76,416,828.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Sunil Bohara and Mr. Prakash Shah, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts. The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption complied and details for it attached at the end of Director report.

foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. J. B. Shah & Co, Chartered Accountants, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Navkar Group. In the year 2012-2013, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues.

This is our commitment to manage our construction activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbors'', to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions.

However, we recognize that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director Date : 24/05/2013

Place: Ahmedabad

Sd/- Sd/- Sd/-

Managing Director Director Director

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Mar 31, 2012

The Directors' present the Annual report on the business and operations of your Company for the year 2011-2012.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended

31.03.2012 31.03.2011

(Rs.) (Rs.)

Gross Sales/Income 40,88,91,706 203,863,398

Less Depreciation 88,94,078 4,072,630

Profit/(Loss) before Tax 3,69,74,526 16,719,565

Taxes/Deferred Taxes 99,13,075 5,732,004

Profit/(Loss) After Taxes 2,69,09,276 10,987,561

P& L Balance b/f 1,95,56,868 8,569,307

Profit/ (Loss) carried to Balance Sheet 4,64,66,144 19,556,869

During the year under review the total income was Rs. 40,88,91,706 as compared to Rs. 203,863,398 of that of the previous Year. The Company has provided Rs. 88,94,078 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. 4,64,66,144.

Revenue from Operations:

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Shaileshbhai Shah & Mr. Rameshchandra Patel, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Mr. Dakshesh R. Shah, Managing directors of the company has been reappointed with effect from 11th June, 2012. Mr. Samir Patel, Joint Managing Directors of the company has been reappointed with effect from 11th June, 2012

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption complied and details for it attached at the end of Director report.

foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. J. B. Shah & Co, Chartered Accountants, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Navkar Group. In the year 2011-12, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our construction processes and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is our commitment to manage our construction activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbors', to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions.

However, we recognise that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 31/07/2012 Place: Ahmedabad

Sd/- Sd/- Sd/-

Managing Director Director Director

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Mar 31, 2011

The Directors' present the Seventeenth Annual report on the business and operations of your Company for the year 2010-2011.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

During the Year, Chairman informed to the Board of Directors of the Company regarding change of Financial Year by passing resolution at the meeting of Board of Directors held on 09/02/2011. Financial and operational review of the Company is as under:

Year Ended Year Ended

Particulars 31.03.2011 30.06.2010 (Rs.) (Rs.)

Gross Sales/Income 203,863,398 162,474,760

Less Depreciation 4,072,630 3,745,659

Profit/(Loss) before Tax 16,719,565 3,534,823

Taxes/Deferred Taxes 5,732,004 2,406,577

Profit/(Loss) After Taxes 10,987,561 1,128,246

P& L Balance b/f 8,569,307 7,441,061

Profit/ (Loss) carried to Balance Sheet 19,556,869 8,569,307

During the year under review the total income from operations was Rs. 203863398 as compared to Rs.162,474,760 of that of the previous Year. The Company has provided Rs.162474760 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.19556869; the management has nothing to say much about the activities of the company. Right now various options are being explored and appropriate decision will be taken as early as possible to fully activate the company.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Sunil Bohara & Mr. Prakash Shah, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial Year and the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. J. B. Shah & Co., Chartered Accountants, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date : 05/08/2011

Place: Ahmedabad

Sd/- Sd/-

Dakshesh Shah Samir Patel

Managing Director Joint Managing Director

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Jun 30, 2010

Not Available