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Directors Report of Kesar Terminals & Infrastructure Ltd.

Mar 31, 2013

To The Shareholders of Kesar Terminals & Infrastructure Ltd.

Dear Members,

The Directors present to you the 5th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

STANDALONE FINANCIAL RESULTS

(Rs. in Lac)

2012-13 2011-12

Profit before interest, depreciation & taxation 1758.59 1395.16

Less: Interest and Finance Charges 212.59 81.57

Profit before Depreciation & taxation 1546.00 1313.59

Less: Depreciation 275.18 278.52

Profit before tax 1270.82 1035.07

Less: Provision for Taxation

(i) Income Tax - Current 445.52 345.00

(ii) Income Tax - Deferred (13.99) (17.82)

Profit after tax and Profit available for appropriation 839.29 707.89

Appropriation:

Less:

Transfer to General Reserve 500.00 71.55

Proposed Dividend on Equity Share 157.59 131.33

Corporate Tax on Dividends 26.78 21.30

Profit after appropriation 154.92 483.71

Add: Balance brought forward from previous year 1115.83 632.12

Balance carried forward to Balance Sheet 1270.75 1115.83

For the year 2012-2013, there is a profit after tax of Rs. 839.29 lac as against Rs. 707.89 lac in the previous year. DIVIDEND

The Directors are pleased to recommend a dividend of 30% i.e Rs. 3 per Equity Share of Rs. 10/- each on 52,53,113 Equity Shares of the Company for the year 2012-13 (previous year 25% i.e. Rs. 2.50 per Equity Share). The total dividend payout will be Rs. 157.59 lac, excluding dividend distribution tax of Rs. 26.78 lac.

WORKING FOR THE CURRENT YEAR

During the year under review, your Company achieved a turnover of Rs. 2985.09 lac, as against Rs. 2341.10 lac in the previous year, recording a growth of 27.51%. The Company recorded an increase of 18.56% in its profit after tax which grew from Rs. 707.89 lac to Rs. 839.29 lac.

The Company''s healthy performance is attributable to better realisation in terminal tankage charges and improvement in the average commercial utilization of tanks by 5% YoY i.e. from 94% in the previous year to 99% in the current year.

SUBSEQUENT FINANCIAL YEAR 2013-2014

Though the industrial activities are sluggish, the demand for tankage is expected to remain firm. However, two new bulk liquid storage terminals coming up in the port of Pipavav may lead to shift of some cargo from Kandla to Pipavav due to proximity of Pipavav to consumption centres in Mumbai and South Gujarat. This may lead to marginal depression in tank terminalling charges at Kandla. The Company has also plans for putting up additional tanks in Terminal No.I subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

EXPANSION / MODERNISATION

The Company is awaiting necessary permissions from the authorities for the construction of additional tanks at Kandla for enhancing revenue. During the year, the Company converted 2 Mild Steel (MS) tanks to Stainless Steel tanks (SS) which has enhanced revenues. Based on the market scenario and the demand from its customers, your Company proposes to convert further such MS tanks into SS tanks.

The Company has about 10 acres of land on long term lease basis at Kakinada port in Andhra Pradesh. The Company plans to put up both Dry Cargo Warehousing and Bulk Liquid Terminal facilities at Kakinada.

The Company has already received approval from Inter Ministerial Committee for putting up a CFS on the 16 acres freehold land purchased by the Company at Pipavav port in Gujarat. The Company proposes to set up a Container Freight Station [CFS], Bonded Warehouse and Bulk Liquid terminal at Pipavav.

SUBSIDIARY COMPANY

During the year under review, the % shareholding, of the Company along with its Nominees in the Equity Share Capital of Kesar Multimodal Logistics Ltd. (KMLL) increased above 50%, which resulted into a relationship of Holding - Subsidiary between the Company & KMLL w.e.f. 10.8.2012. The Board of Directors of the Company have approved to dispense with the requirement of attaching to its Annual Report, the annual audited accounts of the Company''s subsidiary, KMLL vide Circular dated 8th February 2011 issued by The Ministry of Corporate Affairs, Government of India, granting general exemption to Companies under Sec 212(8) from attaching the documents referred to in Sec 212 (1) pertaining to its subsidiary. Accordingly, the Annual Report of the Company does not contain the individual financial statements of KMLL, but contains the audited consolidated financial statements of the Company and KMLL. The Annual Accounts of the Subsidiary Company, along with the related information, is available for inspection at the Company''s registered office and copy shall be provided on request. The statement pursuant to the approval under section 212(8) of the Companies Act, 1956, is provided in Note no. 35 of Notes on Consolidated Financial Statements.

CONSOLIDATION OF FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS 21, consolidating the Company''s accounts with its subsidiaries have also been included as part of this Annual Report.

COMPOSITE LOGISTICS HUB PROJECT AT MADHYA PRADESH

During the year, the Special Purpose Vehicle Company "Kesar Multimodal Logistics Ltd."(KMLL) formed by the Company and its Consortium Member, Kesar Enterprises Limited (KEL) had done the ''Bhoomipujan'' and ''Foundation stone laying'' Ceremony on 22.10.2012 at the Project site at Pawarkheda, Madhya Pradesh following which construction activities commenced in full swing. The "Composite Logistics Hub" covering an area of 88.3 acres, would include development of an entire range of logistics infrastructure including rail sidings for cargo and container movement, railside warehouses, Inland Container Depot (ICD), Cold Storage, food grains warehouse, Agri processing units, development of common facilities, marketing of the same to potential customers along with operation and maintenance thereof. This project land has been provided by the Madhya Pradesh State Agricultural Marketing Board (Mandi Board) on a Design, Build, Finance, Operate and Transfer (DBFOT) basis through Public Private Participation (PPP).

The project will be developed in 2 phases. It is expected the 1st phase will be operational within a period of one year.

The necessary financial tie up of Rs. 108.11 crore has been arranged by KMLL through a Consortium of Bankers i.e Dena Bank as the Lead Bank and Allahabad Bank and Union Bank of India as the Consortium Banks amounting to Rs. 58 crore, Rs. 25 crore and Rs. 25 crore respectively.

DIRECTORS

Smt. M. H. Kilachand and Shri A. S. Ruia, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief profile pursuant to Clause 49 of the Listing Agreement of the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible, for reappointment forms part of the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that 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 at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2013 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report.

The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the auditors confirming the compliance, is also annexed and forms part of the Annual Report.

INSIDER TRADING

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company.

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

Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

During the year under review, there were no foreign Exchange Earnings (Previous year Nil) and Foreign Exchange Outgo stood at Rs. 5,58,857 (Previous Year Rs. 7,58,749).

FIXED DEPOSITS

The Company has accepted deposits from the public and Shareholders within the meaning of section 58A of the Companies Act, 1956 amounting to Rs. 141 lac during the year ended as at 31.3.2013. None of the deposits remained unclaimed during the year.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has an adequate Internal Control System. All transactions are properly authorised, recorded and reported to the Management. The Company has Independent Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the management and the Audit Committee of the Board and appropriate measures are taken to improve the process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility and sustainable development are the umbrellas of ethical behaviour. The Company is committed to the health and safety of its employees and its neighbourhood and believes in pursuing its business growth objectives in a socially responsible and ecologically sustainable way. Your Company as a responsible corporate citizen strives to add value to society and address the contemporary societal needs and challenges.

EMPLOYEES

Relation with the employees remained cordial throughout the year. Your Directors place on record their sincere appreciation for the excellent spirit and commendable progress showcased by the entire team of the Company working at its Terminals and Offices. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the directors'' report section . However, as per the provisions of Section 219(I)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the assistance and cooperation extended by the Banks, Financial Institutions, Customers and the wholehearted support extended by the shareholders during the year.

By Order of the Board of Directors

Mumbai H. R. KILACHAND

21st May, 2013 CHAIRMAN


Mar 31, 2011

The Directors present to you the 3rd Annual Report and the audited Statement of Accounts for the year ended 31st March, 2011.

COMPLETION OF DEMERGER PROCESS

The Honble High Court of Bombay on 12.3.2010 had passed an Order pursuant to Sections 391 to 394 of the Companies Act, 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the undertaking, business, activities and operations pertaining to the Storage Division / Undertaking of the erstwhile 100% Holding Company viz. Kesar Enterprises Ltd. [KEL] into the Company as a going concern with effect from the Appointed Date i.e. 1st January, 2009. Consequent to which on 1.6.2010, the Company had issued and allotted 47,53,113 Equity Shares of Rs.10/- each aggregating to Rs.4,75,31,130/- for consideration other than cash to every member of KEL, whose name appeared in the Register of Members of KEL on the Record Date i.e. 14.5.2010, in the ratio of 10:7 i.e. for every 10 Equity Shares of Rs.10/- each held in KEL, 7 Equity Shares of Rs.10/- each of the Company either in dematerialized or physical form. After the said allotment, the Share Capital of the Company is 52,53,113 Equity Shares of Rs.10/- each aggregating to Rs.5,25,31,130/-. The Company appreciates the support extended by the members for approving the Scheme of Arrangement for Demerger, its Directors and employees for the successful implementation and completion of the Demerger process.

LISTING OF SHARES

Subsequent to the completion of the Demerger process, the shares of the Company were listed at both the bourses i.e Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE) on 22.12.2010. The Company got an overwhelming response on its debut at both the bourses. The shares of the Company reached an all time high of Rs.129.40 on the BSE and Rs.127.45 on the NSE in January, 2011.

FRACTIONAL SHARES

Pursuant to the shares allotted by KTIL to the shareholders of KEL on 1.6.2010, it resulted in some shareholders becoming entitled to fractional share. In accordance with the terms of the said Scheme, all such fractional shares were consolidated into 510 Equity shares which were allotted in favour of the Trustee of the Company, who in turn, sold the same in the open market through BSE. The proceeds from the sale of the said 510 shares were distributed / dispatched to all the eligible shareholders in the proportion to which they were so entitled.

FINANCIAL RESULTS (Rs.in Lac)

2010-11 2009-10

Profit before interest, depreciation & taxation 1106.90 1070.80

Less: Interest and Finance Charges 96.22 123.47

Profit before Depreciation & taxation (Cash Profit) 1010.68 947.33

Less: Depreciation 276.47 241.84

Profit before tax 734.21 705.49

Less: Provision for Taxation

(i) Income Tax - Current 249.64 162.08

(ii) Income Tax - Deferred (7.77) 110.03

Profit after tax and available for appropriation 492.34 433.38

Appropriation:

Less:

(i) Transfer to General Reserve 49.23 50.00

(ii) Interim Dividend on Equity Shares 78.80 -

(iii) Proposed Dividend on Equity Share 52.53 105.06

(iv) Corporate Tax on Dividends 21.61 17.45

Profit after appropriation 290.17 260.87

Add: Balance brought forward from previous year 341.95 81.08

Balance carried forward to Balance Sheet 632.12 341.95

For the year 2010-2011, there is a profit after tax of Rs.492.34 lac as against Rs.433.38 lac in the previous year.

DIVIDEND

The Company has paid an Interim Dividend of 15% i.e Rs.1.50 per share during the year. The Directors are pleased to recommend a final dividend of 10% i.e Re. 1 per share. Thus the aggregate dividend for the year 2010-11 works out to 25% i.e Rs.2.50 per share (as against the dividend of 20% i.e Rs.2 per share declared in the previous year). The total payout will be Rs.131.33 lac, excluding dividend distribution tax of Rs.21.61 lac.

WORKING FOR THE CURRENT YEAR

The Company has done well during the year. The revenue generated was much higher at Rs.2052.18 lac as against Rs. 1832.30 lac in the previous year. The increase was mainly on account of improvement in the average commercial utilization charges of tanks by 15% YoY from 75% to 90%. There was also upward revision in terminal tankage charges from select customers alongwith the collection of other ancillary charges being introduced.

SUBSEQUENT FINANCIAL YEAR 2011-2012

With the upturn in economic activities, the demand for tankage is on the rise leading to firming up of terminal cargo. Hence, the revenue of the Storage Terminals will go up further in the current financial year. The Company has also plans for putting up additional tanks in Terminal No.1 subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

EXPANSION / MODERNISATION

The Company has taken possession of about 10 acres of land at Kakinada port in Andhra Pradesh and initial site development work has commenced. The Company plans to put up both dry cargo and bulk liquid cargo handling facilities at Kakinada shortly.

The Company has purchased about 16 acres of land at Pipavav port in Gujarat and is planning to put up a Bulk Liquid Storage Terminal and a Container Freight Station [CFS] at Pipavav subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

As informed earlier, the Company has been exploring opportunities for putting up Bulk Liquid Storage Terminals at other ports and also examining putting up other inland port based facilities such as Container Freight Station, Inland Container Depots and Multi Modal Hubs at different locations in the country.

DIRECTORS

Shri A. S. Ruia, Director and Shri K. Kannan, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief profile pursuant to Clause 49 of the Listing Agreement of the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible, for reappointment forms part of the Corporate Governance Report.

Pursuant to the provisions of Sections 198, 269, 309, 316, Schedule XIII read with Section III thereto and other applicable provisions, if any, of the Companies Act, 1956, approval of the Shareholders was granted for the appointment of Shri H. R. Kilachand as Whole-time Director designated as Executive Chairman of the Company with substantial powers of management, for a period of 3 years with effect from 14.9.2010 on a remuneration as approved by the Shareholders at the last Annual General Meeting.

Your Company was also informed that the shareholders of Kesar Enterprises Ltd. (KEL), the erstwhile Holding Company had appointed Shri H. R. Kilachand as Chairman & Managing Director for a period of 3 years with effect from 14.8.2010 at their Annual General Meeting held on 23.12.2010. However, the total remuneration drawn and retained by Shri H. R. Kilachand from both the Companies shall not exceed the higher maximum limit admissible from any one of the Companies i.e. the Company or KEL as per the provisions of the Companies Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that 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 at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2011 on a going concern basis.



MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion & Analysis Report, is annexed and forms part of this Annual Report.

The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the auditors confirming the compliance, is also annexed and forms part of the Annual Report.

INSIDER TRADING

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company.

CONSERVATION OF ENERGYJECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 21 7(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

During the year under review, there were no foreign Exchange Earnings and outgo.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has an adequate Internal Control System, all transactions are properly authorised, recorded and reported to the Management. The Company has Independent Auditors M/s. Ashok Jayesh & Co., Chartered Accountants to review critical areas of operations. The Audit Reports are reviewed periodically by the management and the Audit Committee of the Board and appropriate measures are taken to improve the process.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has continued to play its role as a responsible corporate citizen, adding value to society and addressing the contemporary societal needs and challenges. The Corporate Social Responsibility (CSR) philosophy ensures that while business objectives are met and shareholder value is enhanced, the Company equally focuses on engaging with the wider community and sustainably addressing environmental concerns in its sphere of operations.

EMPLOYEES

Relation with the employees remained cordial throughout the year. None of the employees fall under the criteria mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and further amended Companies (Particulars of Employees) Amendment Rules, 2011.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation extended by the Banks & Financial Institutions during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

By Order of the Board of Directors

H. R. KILACHAND Chairman

Mumbai

16th May, 2011


Mar 31, 2010

The Directors present to you the 2nd Annual Report and the audited Statement of Accounts for the year ended 31st March, 2010.

COURT SANCTIONED SCHEME OF ARRANGEMENT FOR DEMERGER

On 12.3.2010, the Honble High Court of Bombay had passed an Order pursuant to Sections 391 to 394 of the Companies Act, 1956, sanctioning the Scheme of Arrangement by way of Demerger for transfer of the undertaking, business, activities and operations pertaining to the Storage Division / Undertaking of the erstwhile 100% Holding Company viz. Kesar Enterprises Ltd. [KEL] into the Company as a going concern with effect from the Appointed Date i.e. 1st January, 2009.

The effect of the above Arrangement has been given in the Annual Accounts of the Company, in the current financial year.

In consideration of transfer of the Storage Undertaking, on 1.6.2010 the Company had issued and allotted 47,53,113 Equity Shares of Rs.10/- each aggregating to Rs.4,75,31,130/- for other than cash to every member of KEL, whose name appeared in the Register of Members of KEL on the Record Date i.e. 14.5.2010, in the ratio of 10:7 i.e. for every 10 Equity Shares of Rs.10/- each held in KEL, 7 Equity Shares of Rs.10/- each of the Company, either in dematerialized or physical form. After the said allotment, the Share Capital of the Company is 52,53,113 Equity Shares of Rs.10/- each aggregating to Rs.5,25,31,130/-.

The Listing Applications were made by the Company to Bombay Stock Exchange Ltd. [BSE] and The National Stock Exchange of India Ltd. [NSE]. The approval from BSE has been obtained and the same is awaited from NSE. Trading Approval from both BSE & NSE are awaited.

FINANCIAL RESULTS:

(Rs. in Lac)

2009-10

Profit before interest, depreciation & taxation 1070.80

Less: Interest and Finance Charges 123.47

Profit before Depreciation & taxation (Cash Profit) 947.33

Less: Depreciation 241.84

Profit Before Tax 705.49

Less: Provision for Taxation

(i) Income Tax - Current 162.08

(ii) Income Tax - Deferred 110.03

Profit After Tax 433.38

Profit available for appropriation 433.38

Appropriation: Less:

(i) Transferred to General Reserve 50.00

(ii) Proposed Dividend on Equity Shares 105.06

(iii) Corporate Tax on Dividend 17.45

Profit after appropriation 260.87

Add: Profit taken from Kesar Enterprises Ltd. i.e. Transferor Company 81.08

Balance Carried Forward to Balance Sheet 341.95

There is a profit after tax of Rs.433.38 lac during the year.

DIVIDEND

The Directors recommend a dividend for the year 2009-10 @ Rs.2/- per Equity Share of Rs.10/- each amounting to Rs.105.06 lac plus dividend tax as applicable on 52,53,113 Equity Shares of the Company.

WORKING OF THE DIVISIONS

The Storage Terminals at Kandla have done well during the year. The revenue generated was much higher at Rs.1,832.31 lac as against that in the previous year in view of the completion of expansion, resulting into commissioning of additional storage capacity. The expansion was completed in March 2009 on commissioning of 8 additional tanks resulting into higher revenue earnings.

SUBSEQUENT FINANCIAL YEAR 2010-2011

With the upturn in economic activities, the tank capacity utilization is on the rise and hence the revenue of the Storage Terminals will go up further in the current financial year. The Company has also plans for putting up additional tanks in Terminal No.I subject to receipt of statutory clearances for which applications have already been submitted to the concerned authorities.

EXPANSION / MODERNISATION

The Company has taken possession of about 10 acres of land at Kakinada port in Andhra Pradesh and initial site development work has commenced. The Company plans to put up both dry cargo and bulk liquid cargo handling facilities at Kakinada.

The Company has purchased about 16 acres of land at Pipavav port in Gujarat and is planning to put up a Bulk Liquid Storage Terminal and a Container Freight Station [CFS] at Pipavav.

As informed earlier, the Company has been exploring opportunities for putting up Bulk Liquid Storage Terminals at other ports and also examining putting up other port based facilities such as Container Freight Station, Inland Container Depots at different locations.

DIRECTORS

As per Article 89, Shri H. R. Kilachand, Smt. M. H. Kilachand and Shri A. S. Ruia are the First Directors of the Company since Incorporation of the Company i.e. 21.1.2008 who are liable to retire by rotation. Accordingly, Shri H. R. Kilachand and Smt. M. H. Kilachand retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, in terms of Section 260 of the Companies Act read with Article 92 of the Articles of Association of the Company, Shri K. Kannan and Shri J. N. Godbole were appointed as Additional Directors by the Board of Directors of the Company on 29.1.2010; Shri J. K. Devgupta was appointed as Additional Director by the Board of Directors of the Company on 11.5.2010 and Shri R. S. Loona was appointed as Additional Director by the Board of Directors of the Company on 1.6.2010, whose term of office is up to this Annual General Meeting. Hence, their appointments as Directors of the Company have been proposed by the Members.

As the services of Shri J. K. Devgupta, President (Storage Division) of Kesar Enterprises Ltd. [KEL] stood transferred as President of the Company in terms of the Court sanctioned Scheme of Arrangement for Demerger, with the same terms of service, the Board of Directors had appointed Shri J. K. Devgupta as Whole-time Director designated as Executive Director with substantial powers of management, for a period of 2 years from 11.5.2010 on a remuneration as may be payable within Schedule XIII of the Act, which was approved by the Members at the Extraordinary General Meeting held on 24.5.2010.

Pursuant to the provisions of Sections 198, 269, 309, 316, Schedule XIII read with Section III thereto and other applicable provisions, if any, of the Companies Act, 1956, subject to approval of the Shareholders at this Annual General meeting, on 11.8.2010 the Remuneration Committee and also the Board of Directors have approved appointment of Shri H. R. Kilachand as Whole-time Director designated as Executive Chairman of the Company with substantial powers of management, for a period, not exceeding, 3 years with effect from 14.9.2010 on a remuneration as mentioned in the notice of this Annual General Meeting.

Your Company has been informed that on 3.8.2010, subject to approval of the Shareholders, Kesar Enterprises Ltd. (KEL), the erstwhile Holding Company has appointed Shri H. R. Kilachand as a Chairman & Managing Director for a period of 3 years with effect from 14.8.2010. However, the total remuneration drawn and retained by Shri H. R. Kilachand from both the Companies shall not exceed the higher maximum limit admissible from any one of the Companies i.e. the Company or KEL as per the provisions of the Companies Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that 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 at the end of the financial year and of the profit for that year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2010 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

Though Clause 49 of the Listing Agreement is not applicable to the Company as the Listing approval is awaited, as a matter of good Corporate Governance, the Management Discussion & Analysis Report and the Corporate Governance Report (containing in detail, elements of remuneration of the Directors) are annexed voluntarily, which forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption is not applicable to the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, who holds office until the conclusion of this Annual General Meeting and being eligible, offers themselves for reappointment.

INTERNAL AUDITORS

M/s. Ashok Jayesh & Co., Chartered Accountants is appointed as Internal Auditors of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation extended by the Banks & Financial Institutions during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

By Order of the Board of Directors

H. R. KILACHAND

Chairman

11th August, 2010




Mar 31, 2009

The Directors present the 1st audited Statement of Accounts for the period 21 st January, 2008 to 31 st March, 2009.

The Company was incorporated on 21st January 2008. The Company has not yet started any business. The Company had obtained a Certificate of Commencement of Business on 18th March 2008. The main object of the Company is to carry on the business of Storage and Infrastructure development.

The Company is promoted by M/s. Kesar Enterprises Ltd. as its 100% Wholly-owned Subsidiary Company.

Shri H. R. Kilachand, Shri A. S. Ruia and Smt. M. H. Kilachand are the first Directors of the Company as Nominated by the Holding Company M/s. Kesar Enterprises Ltd.

During the year under report, the Authorised Share Capital of the Company was increased from Rs.5,00,000/ to Rs.6,00,00,000/ at the Extraordinary General Meeting (EGM) held on 30th July 2008 and the Paid-up Share Capital was increased from 50,000 equity shares to 5,00,000 equity shares of Rs.10/- each by way of allotment of 4,50,000 equity shares to the Holding Company. At the said EGM, authority was granted to the Board of Directors of the Company to borrow money in excess of the aggregate of the Paid-up Share Capital and Free Reserves of the Company not exceeding Rs.200 crore at any time.

Pursuant to Sections 391 to 394 of the Companies Act, 1956, and subject to the approval of the Honble High Court of Bombay, the Directors have approved a Scheme of Arrangement between the Holding Company viz. Kesar Enterprises Ltd. and the Company for Demerger of the Storage Undertaking / Division of the Holding Company and transfer the same into the Company with effect from 1st January 2009.

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors state as under:

i) that in preparation of the annual accounts for the financial year ended on 31st March 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that 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 at the end of the financial year 31st March 2009;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud-and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the financial year ended on31st March 2009 on a going concern basis.

As the Company has not started any business, the particulars with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are not given.

The Company has not appointed any employee.

The Company has not accepted any deposits from the Public.

M/s. N. N. Jambusaria & Co., Chartered Accountants, the first Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. M/s. N. N. Jambusaria & Co. has merged with M/s. Haribhakti & Co., Chartered Accountants, Mumbai. Hence, M/s. Haribhakti & Co., being eligible, offer themselves for appointment.

For and on behalf of the Board of Directors

H. R. Kilachand

31st August 2009 Chairman

 
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