To
The Members,
Navkar Urbanstructure Ltd
(Formerly known as Navkar Builders Limited)
Your directors have pleasure in presenting their 33rd Annual
Report on the business and operations of the Company together with its Audited Accounts
for the year ended March 31, 2025. The Management Discussion and Analysis is also included
in this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the
financial year ended March 31, 2025 are as under:
(Rs. In Lacs)
Particulars |
Year Ended |
| 31.03.2025 |
31.03.2024 |
Gross Sales/Income |
1605.61 |
1871.58 |
Depreciation |
99.19 |
101.95 |
Profit/(Loss) before Tax |
69.70 |
145.09 |
T axes/ Deferred T axes |
49.62 |
9.75 |
Profit/(Loss) After Taxes |
31.34 |
101.57 |
P& L Balance b/f |
31.34 |
101.57 |
Profit/(Loss) carried to
Balance Sheet |
31.34 |
101.57 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE
YEAR/STATE OF COMPANY'S AFFAIR:
During the year under review the total income was Rs.1,605.61/- Lacs as
compared to Rs.1871.59/- Lacs of the previous Year 2023-24. The Company has provided
Rs.99.91/- Lacs for depreciation. After making all necessary provisions for current year
and after taking into account the current year net profit and total provisions for
taxation, the surplus carried to Balance Sheet is Rs.31.34/- Lacs. The Promoters, Board of
Directors and entire management team are putting their stern effort to achieve targeted
turnover in the segment of infrastructure projects.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the Business of Infrastructure Activity
including supplying of RCC Pipes. The Company is also expanding its commercial activities
by actively participating in to various Government Tenders. There was no change in the
nature of the business of the Company during the year under review.
4. CHANGE OF NAME:
During the year the company has not changed its name.
5. FINANCE:
The Company has not borrowed loan from any Bank during the year under
review.
6. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2025 was Rs.
22,44,19,000.
The Company has issued 33,66,28,500 Bonus shares in the ratio of 3:2 of
Rs.2/- each with the approval
shareholders via extra ordinary general meeting dated April 07, 2025
and approval for the same granted by BSE limited w.e.f. April 21, 2025. The new equity
shares issued by the company shall rank Pari-passu with the existing shares of the
company.
Further, during the year the Company has increased authorized share
capital of the Company from Rs. 50,00,00,000 (Rupees Fifty Crore Only) divided into
25,00,00,000 (Twenty-Five Crore) Equity Shares of Rs. 2/- each to Rs. 113,00,00,000/-
(Rupees One Hundred Thirteen Crores only) comprising of 56,50,00,000 (Fifty- Six Crores
and Fifty Lakhs) Equity Shares of Rs. 2/- each with the approval shareholders via extra
ordinary general meeting dated April 07, 2025. Further the Company has also done
sub-division (split) the nominal/face value of each Equity Share having a present value of
Rs.2/- (Rupees Two Only) each into 2 (Two) Equity Shares of face value of Rs. 1/- (Rupees
One Only) each with the approval shareholders via extra ordinary general meeting dated
April 07, 2025 and approval for the same granted by BSE limited w.e.f. April 30, 2025.
Thereby the capital structure of the Company is now as follows:
Type of Capital |
No. of Equity Shares |
Face Value (Rs.) |
Total Share Capital (Rs.) |
Authorized Share Capital |
113,00,00,000 |
1 |
113,00,00,000 |
Issued and Subscribed Capital |
112,20,95,000 |
1 |
112,20,95,000 |
Paid-up Capital |
112,20,95,000 |
1 |
112,20,95,000 |
A) Allotment of equity shares pursuant to conversion of convertible
warrants:
During the year under review,
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares
with differential voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat
equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee
stock options.
E) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees. Hence the details under
rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be
disclosed.
7. DIVIDEND:
The Board of Director of the company has recommended final dividend of
0.5% Rs.0.005 per equity share of Rs. 01 each face value for the financial year 2024-25,
subject to the approval of shareholders in the ensuing 33rd Annual General
Meeting.
8. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has no subsidiaries, Associates and Joint Venture
Companies.
9. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
Mr. Harsh Shah |
Chairman and Managing
Director |
Ms. Pinki Sagar |
Chief Financial Officer and
Executive Director |
Mr. Vijay Amulwani* |
Company Secretary &
Compliance officer |
*with effect from 20th August, 2024 b) Director:
The following are the Director of the Company.
Mr. Sarjeevan Singh |
Non-Executive-Independent
Director |
Mr. Nileshkumar Patel |
Non-Executive-Independent
Director |
Mrs. Sonal Gandhi |
Non-Executive-Independent
Director |
Ms. Bhoomi Patel* |
Non-Executive-Independent
Director* |
Mr. Punit Kumar Bhavsar# |
Non-Executive-Independent
Director# |
*Resignedw.e.f 11 November, 2024
*Appointed as additional director (non-executive independent) w.e.f. 19th
February, 2025 and his appointment was regularized at the Extra Ordinary General Meeting
of the company held on 07 th April, 2025.
c) Appointment/Re-appointment:
• Pursuant to the provisions of Section 152 and other applicable
provisions if any, of the Companies Act, 2013, Mr. Harsh Shah (DIN: 01662085), Managing
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting and he is being eligible offers himself for re-appointment.
• Appointment of Mr. Punit Kumar Bhavsar (DIN: 08987296) as an
Executive Director of the Company at the forthcoming Annual General Meeting
d) Changes in Directors and Key Managerial Personnel:
During the year, the following changes occurred in the Composition of
Board Directors due to Appointments and Resignations of several Directors and KMP:
Name and Designation |
Date of Appointment |
Date of Resignation |
Bhoomi Patel, Director |
-- |
11/11/2024 |
Punit Kumar Bhavsar, Director |
19/02/2025 |
-- |
Mr. Utkarsh Shukla, Company
Secretary |
17/04/2024 |
20/08/2024 |
Mr. Vijay Amulwani, Company
Secretary |
20/08/2024 |
-- |
e) Declaration by an Independent Director(s) and reappointment, if any:
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
Mr. Harsh Shah |
Chairman and Managing
Director |
Ms. Pinki Sagar |
Chief Financial Officer and
Executive Director |
Mr. Vijay Amulwani* |
Company Secretary &
Compliance officer |
*with effect from 20th August, 2024 b) Director:
The following are the Director of the Company.
Mr. Sarjeevan Singh |
Non-Executive-Independent
Director |
Mr. Nileshkumar Patel |
Non-Executive-Independent
Director |
Mrs. Sonal Gandhi |
Non-Executive-Independent
Director |
Ms. Bhoomi Patel* |
Non-Executive-Independent
Director* |
Mr. Punit Kumar Bhavsar# |
Non-Executive-Independent
Director# |
*Resignedw.e.f 11 November, 2024
*Appointed as additional director (non-executive independent) w.e.f. 19th
February, 2025 and his appointment was regularized at the Extra Ordinary General Meeting
of the company held on 07 th April, 2025.
c) Appointment/Re-appointment:
• Pursuant to the provisions of Section 152 and other applicable
provisions if any, of the Companies Act, 2013, Mr. Harsh Shah (DIN: 01662085), Managing
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting and he is being eligible offers himself for re-appointment.
• Appointment of Mr. Punit Kumar Bhavsar (DIN: 08987296) as an
Executive Director of the Company at the forthcoming Annual General Meeting
d) Changes in Directors and Key Managerial Personnel:
During the year, the following changes occurred in the Composition of
Board Directors due to Appointments and Resignations of several Directors and KMP:
Name and Designation |
Date of Appointment |
Date of Resignation |
Bhoomi Patel, Director |
-- |
11/11/2024 |
Punit Kumar Bhavsar, Director |
19/02/2025 |
-- |
Mr. Utkarsh Shukla, Company
Secretary |
17/04/2024 |
20/08/2024 |
Mr. Vijay Amulwani, Company
Secretary |
20/08/2024 |
-- |
e) Declaration by an Independent Director(s) and reappointment, if any:
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for
Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of
conduct formulated by the Company as hosted on the Company's Website i.e. www.navkarbuilders.com
10. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the
Financial Year ended on 31 March 2025 in Form MGT-7 is uploaded on website of the Company
and can be accessed at www.navkarbuilders.com
11. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)
A detailed disclosure with regard to the IEPF related activities
undertaken by your Company during the year under review forms part of the Report on
Corporate Governance.
12. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met Eleven times (11). The
details of the board meetings are provided in Corporate Governance Report.
17/04/2024 |
28/05/2024 |
13/08/2024 |
20/08/2024 |
05/09/2024 |
23/09/2024 |
14/11/2024 |
12/02/2025 |
19/02/2025 |
07/03/2025 |
29/03/2025 |
|
13. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors made the following
statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the
year ended March 31, 2025, 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,
2025 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. That the annual financial statements have been prepared on a going
concern basis.
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. That system to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
14. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March
31, 2025. This is also being supported by the report of the auditors of the Company as no
fraud has been reported in their audit report for the financial year ended March 31, 2025.
15. BOARD'S COMMENT ON THE AUDITORS' REPORT:
There were no qualifications, reservations or adverse remarks made by
Auditors in their respective reports. Observation made by the Statutory Auditors in their
Report are self-explanatory and therefore, do not call for any further comments under
section 134(3)(f) of the Companies Act, 2013.
16. AUDITORS:
A. Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 (“the
Act”), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the
present Statutory Auditors of the Company M/s. S. V. Agrawal & Co., Chartered
Accountants, Ahmedabad were re-appointed as Statutory Auditors of the Company from Annual
General Meeting of year 2024 and that they shall hold the office of the Statutory Auditors
of the Company from the conclusion of this meeting until the conclusion of the Annual
General Meeting which will be held in the year 2029 on such remuneration as may be fixed
by the Board of Directors in consultation with them.
The certificate of eligibility under applicable provisions of the
Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them
towards appointment of a 5 (Five) years term.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed PCS Rupal Patel, Practicing Company Secretary, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as
“Annexure -A”.
Reply for qualification Remark in Secretarial Audit Report:
1. Although company has not published/advertised the financial result
Financial Year 2024-25 under review in the newspaper. However, the same was uploaded on
the company website as well as BSE Portal.
2. The Company is committed to disclosure of unpaid dividend details on
the prescribed form in timely manner.
17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
Risk management is embedded in your company's operating framework.
Your company believes that managing risk helps in maximizing returns. The company's
approach to addressing business risk is comprehensive and includes periodic review of such
risks and a framework for mitigating controls and reporting mechanism of such risks. The
risk management framework is reviewed periodically by the Board and the Audit Committee.
Some of the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material
as well as finished goods. The company proactively manages these risks through forward
booking, Inventory management and proactive vendor development practices. The
Company's reputation for quality, product differentiation and service, coupled with
existence of powerful brand image with robust marketing network mitigation the impact the
impact of price risk on finished goods.
Regulatory Risks
The company is exposed to risks attached to various statues and
regulations including the company Act. The company is mitigating these risks through
regular review of legal compliances carried out through internal as well as external
compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major
risks. The company has initialed various measures including rolling out strategic talent
management system, training and integration of learning and development activities.
Strategic Risks
Emerging businesses, capital expenditure for capacity expansion, etc.,
are normal strategic risk faced by the company. However, the company has well-defined
processes and procedures for obtaining approvals for investments in new business and
capacity expansion etc.
18. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been
transferred to the General Reserve and the balance amount of Rs.31.34/- lacs has been
carried forward to profit & loss account.
19. DEPOSITS:
The Company has not accepted or renewed any deposits during the year.
There are no outstanding and overdue deposits as at March 31, 2025.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:
The Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with
related party during the year under review.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:
There are no significant material orders passed by the Regulators
/Courts which would impact the going concern status of the Company and its future
operations.
23. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed
by the Company or against the Company, which are pending (except the previous years which
was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before
National Company Law Tribunal or other Courts
24. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
loans from the Bank or Financial Institutions.
25. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
26. CORPORATE SOCIAL RESPONSIBILITY:
In terms of the provisions of Section 135 of the Act and Rule 9 of the
Companies (Accounts) Rules, 2014, the Company has not required to formulate and implement
any Corporate Social Responsibility Initiatives as the said provisions are not applicable
to the Company during the year under review.
27. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified
threat of such events which if occurs will adversely affect either / or, value to
shareholders, ability of company to achieve objectives, ability to implement business
strategies, the manner in which the company operates and reputation as “Risks”.
Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory
Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all
the three types of risks.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. During the year under review, the company retained
external audit firm to review its existing internal control system with a view of tighten
the same and introduce system of self-certification by all the process owners to ensure
that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with
reference to the Financial Statements during the year under review.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The details of the Whistle Blower
Policy is explained in the Corporate Governance Report and also posted on the website of
the Company.
31. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its sincere appreciation of the devoted efforts of all employees
in advancing the Company's vision and strategy to deliver good performance.
32. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report and is also available on the Company's website at www.navkarbuilders.com
33. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION &
ANALYSIS REPORT:
The Company has been proactive in the following principles and
practices of good corporate governance. A report in line with the requirements of
Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the report on Management Discussion and Analysis and the Corporate Governance
practices followed by the Company and the Auditors Certificate on Compliance of mandatory
requirements are given as an “Annexure B & C” respectively to this report.
Y our Company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of Corporate Governance as
laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management
Discussion and Analysis and the Auditor's Certificate regarding compliance of
conditions of Corporate Governance are attached separately and form part of the Annual
Report.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
During the year conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is nil.
35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of financial year as on 31st
March, 2025 and the date of Director's Report.
36. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided as “Annexure- D” to the Board's report.
None of the employees of the Company drew remuneration of
Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No
employee was in receipt of remuneration during the year or part thereof which, in the
aggregate, at a rate which is in excess of the remuneration drawn by the managing director
or whole-time director or manager and holds by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the company. Hence,
no information is required to be furnished as required under Rule, 5(2) and 5(3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed there under.
During the financial year 2024-25, the company has not received any
complaints on sexual harassment and hence no complaints remain pending as of March 31,
2025.
38. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961:
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and post-maternity support such as nursing
breaks and flexible return-to-work options, as applicable. The Company remains committed
to fostering an inclusive and supportive work environment that upholds the rights and
welfare of its women employees in accordance with applicable laws.
39. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 1, 2, 3 and
4 issued by the Institute of Company secretaries of India relating to ‘Meetings of
the Board of Directors' and General Meetings' and ‘Report of the Board of
Directors' respectively, have been duly followed by the Company.
40. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State
Government Departments, Organizations and Agencies for the continued help and co-operation
extended by them. The Directors also gratefully acknowledge all stakeholders of the
Company viz. customers, members, dealers, vendors, banks and other business partners for
the excellent support received from them during the year. The Directors place on record
their sincere appreciation to all employees of the Company for their unstinted commitment
and continued contribution to the Company.
SECRETARIAL AUDIT REPORT FORM MR-3
For The Financial Year Ended March 31, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]
To,
The Members,
Navkar Urbanstructure Limited (Formerly known as Navkar Builders
Limited)
(CIN:L45200GJ1992PLC017761)
304, Circle P, Near Prahlad Nagar, S.G. Highway,
Ahmedabad - 380051
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Navkar
Urbanstructure Limited (Hereinafter referred to as “the company”) for the
audit period covering the financial year ended on March 31, 2025. Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of company's books, papers, minutes book,
forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on March 31, 2025 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
1. We have examined the books, papers, minutes books, forms and returns
filed and other records maintained by the Company, for the financial year ended on March
31, 2025, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder.
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(e) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015
We have also examined compliance of the following to the extent
applicable:
(i). Secretarial Standards with regard to Meeting of Board of Directors
(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India
(effective from 1st July, 2015); under the provisions of Companies Act, 2013;
We have relied upon the representation made by the Company and its
Officers for systems and mechanism formed by the Company for compliances under applicable
Acts, Laws and Regulations to the Company, as identified and confirmed by the management
of the company and listed in Exhibit-I to this report.
On the basis of our examination and representation made by the Company
we report that during the period under review the Company has generally complied with the
provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above and there are
no material non-compliances that have come to our knowledge except non-compliance in
respect of:
1. The Company has not filed form IEPF 2, for unclaimed dividend as per
provisions of section 96 read with sub-section 2 of section 125 of The Companies Act, 2013
for uploading of information regarding unpaid and unclaimed amounts lying with companies
for Financial Year 2016-17, 2017-18, 2018-19 and till date.
2. The Company has not filed eform MSME during the year under review.
3. Certain eforms have been uploaded with late filing fees with MCA due
to technical issues of MCA portal.
4. Pursuant to Regulation 33 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has
submitted cash flow on 19th November, 2024 instead of 14th November,
2024.
5. The Company has made late submission (1 day) of Annual secretarial
compliance report pursuant to Regulation 24A of SEBI (LODR), Regulations, 2015 and SEBI
circular no. SEBI/HO/CFD/P oD2/CIR/P/2023/ 120 dated July 11, 2023 and BSE Limited has
imposed fine (^ 2360) as per SEBI vide its SEBI circular no. SEBI/HO/CFD/P oD2/CIR/P/2023/
120 dated July 11, 2023.
6. The listed entity has obtained listing status at NSE and thereby
equity shares of the Company has been listed on National Stock Exchange of India (NSE)
w.e.f. 17th January, 2025 under the symbol of NAVKARURB.
7. The company has not made disclosure of Re-constitution of Committee
on stock exchange's website during the year under review.
8. The Company has not updated requisite details on website of the
company in compliance with the regulation 46 of the SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015 during under review.
9. The company has complied with regulation 30 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 during under review except
submission of Declaration of final
dividend to the stock exchange within 30 minutes from the conclusion of
the board meeting where the final dividend is considered and approved by board subject to
approval of members.
10. The company has not produced statutory registers which are required
to maintain in accordance with the provisions of the Companies Act, 2013 for verification
before us.
11. The Minutes of the company are incomplete and not properly
maintained on the minutes paper in accordance with the provisions of the Companies Act,
2013 and Secretarial standard -1 as amended from time to time under review.
12. The company has not properly maintained the attendance sheet in
accordance with the provisions of the Companies Act, 2013 and Secretarial standard -1 as
amended from time to time under review.
13. The Company does not have valid factory license.
14. We have not verified EPF, labour and contractor license compliance.
2. We Further Report that, there were no actions/ events in pursuance
of:
a) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
b) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
c) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
d) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
Requiring compliance thereof by the Company during the period under
review.
We further report that the compliance by the company of applicable
financial laws like direct and indirect tax laws and maintenance of financial records and
books of account has not been reviewed in this Audit since the same have been subject to
review by statutory financial audit and other designated professional.
We further report that The Board of Directors of the Company is
duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took
place during the period under review were carried out in compliance with the provisions of
the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent generally with proper length in
advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Decisions at the meetings of the Board of Directors of the Company were
carried through on the basis of majority. There were no dissenting views by any member of
the Board of Directors during the period under review.
We further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period there were no
specific events / actions having a major bearing on the company's affairs.
Exhibit-I
To,
The Members,
NavkarUrbanstructure Limited
(CIN: L45200GJ1992PLC017761)
304, Circle P, near Prahlad Nagar, S.G. Highway,
Ahmedabad - 380051
Our report of even date is to be read along with this letter:
1) Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2) We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3) We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4) Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5) The compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6) The secretarial audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.