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Directors Report of Navkar Corporation Ltd.

Mar 31, 2016

Dear Members,

The Directors of the Company are pleased to present the Eighth Annual Report of the Company together with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year ended March 31, 2016 is summarized below:

(Rs. in Crore)

Particulars

2015-16

2014-15

Revenue from Operations

347.26

328.75

Other Income

31.36

3.26

Total Revenue

378.62

332.01

Less: Expenses

255.94

250.64

Profit Before Tax

122.68

81.37

Less: Tax Expenses

19.19

11.70

Profit After Tax

103.49

69.67

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the financial year 2015-16, the Company''s total revenues increased by 14.04% to Rs. 378.62 Crore, as against Rs. 332.01 Crore in the previous fiscal, primarily due to increase in revenue from operations and other income. During the financial year 2015-16, the Company''s Profit After Tax increased by 48.54% to Rs. 103.49 Crore, as against Rs. 69.67 Crore in previous year, primarily due to operational efficiency and increase in other income.

During the financial year 2015-16, revenue from operations increased by 5.63% to Rs. 347.26 Crore, as against Rs. 328.75 Crore for the financial year 2014-15, primarily on account of increase of 10.89% in revenues from Cargo Handling Services which constituted 75.68% of total revenue from operations for the financial year 2015-16.

During the financial year 2015-16, Other Income was Rs. 31.36 Crore, as against Rs. 3.26 Crore for the financial year 2014-15. The increase in Other Income is primarily on account of increase in Interest Income, Profit on sales of Current Investments and Reversal of provision for diminution in value of Investment.

No material changes and commitments have occurred after the close of the financial year 2015-16 till the date of this Report, which affect the financial position of the Company.

PERFORMANCE DURING THE FIRST QUARTER ENDED JUNE 30, 2016

The Board of Directors approved the Company''s Unaudited Financial Results (Standalone and Consolidated), based on the Indian Accounting Standards (Ind-AS), for the quarter ended June 30, 2016 which are as under:

(Rs. in Crore)

Particulars

Standalone

Consolidated

Revenue from operations

89.60

90.21

PBT from ordinary activities

29.40

26.24

Other Comprehensive Income (net of Income tax)

0.06

0.06

Net Profit

26.31

23.56

The Unaudited Financial Results for the first quarter are available on the Company''s website at the link: http://www.navkarcfs. com/a/investor-relations.php.

AWARDS AND RECOGNITIONS

The Company has received the following awards and recognitions:

Container Freight Station Operator of the Year award at the 6th Maritime And Logistics Award (MALA) in September, 2015.

Container Freight Station of the Year award at the Samudra Manthan Award in November, 2015.

ICC Supply Chain & Logistics Excellence Award 2016 in the category of Container Freight Services in March, 2016.

Container Freight Station Operator of the Year award by India Maritime Award in June, 2016.

DIVIDEND AND RESERVES

In order to conserve the resources for the ongoing projects of the Company as well as the Wholly Owned Subsidiary of the Company and the capital requirement for ongoing business expansion, the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2016.

As per the provisions of 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 2015-16 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.4 of the notes to the financial statement.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2015-16, 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 the Annual Report.

SHARE CAPITAL

During the financial year 2015-16, the Company completed its Initial Public Offering pursuant to which 3,29,03,225 equity shares of the Company of Rs. 10 each were allotted at a price of Rs. 155 per equity share. The equity shares of the Company were listed on BSE Limited and The National Stock Exchange of India Limited on September 9, 2015.

STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)

As on March 31 2016, utilization of funds raised through IPO of equity shares is as follows:

Rs. In Crore

Particulars

Amount

Issue Proceeds from fresh issue of 3,29,03,225 equity shares

510.00

Less: Issue expenses (including service tax)

31.86

Net Proceeds from IPO

478.14

Less: Utilization of IPO proceeds up to March 31, 2016

197.76

Funds to be Utilized (remain invested in bank current account and deposits)

280.38

Object wise details of utilization are as under:

Rs. In Crore

Particulars

Proposed amount as per prospectus

Revised

proposed

amount

Amount utilized uto March 31,2016

Amount unutilized as on March 31, 2016

Capacity enhancement of the Soma thane CFS

114.53

79.89

36.21

43.68

Development of the non-notified areas of CFSs

54.25

46.93

19.20

27.73

Establishment of a logistics park at Valsad (near Vapi)

314.56

269.26

67.83

201.43

Repayment of loan

-

87.27

74.53

12.74

Total

483.34

483.35

197.77

285.58

The amount pending utilization is kept in Fixed Deposits with Banks and Monitoring Current Account with HDFC Bank Limited as under:

Rs. In Crore

Particulars

Amount

Investments in Fixed Deposits with Banks

279.53

In Monitoring Current Account with HDFC

0.85

Bank Limited

Total

280.38

SUBSIDIARY COMPANY

The Company has only one subsidiary, namely Navkar Terminals Limited (NTL).

During the financial year 2015-16, NTL has made significant progress in its project of developing an Inland Container Depot (ICD) adjacent to the proposed logistics park of the Company at Umergaon, Valsad district (near Vapi), Gujarat.

The Customs Authorities vide Public Notice No. 03/2016, dated March 14, 2016 have notified the ICD and allocated Location Code IN SAJ6 to the ICD. The Customs Authorities have notified March 15, 2016 as the date of commencement of operation of the ICD.

NTL vide an agreement entered with Kribhco Infrastructure Limited (KRIL), has received contract for operation and management of part of the KRIL''s Container Freight Station (CFS)/ICD and for handling of Container Trains at Hazira Terminal, Gujarat.

A Statement containing the salient features of the financial statements including the performance and financial position of the Subsidiaries/Joint Ventures/Associates pursuant to the provisions of the Companies Act, 2013, is given in the prescribed Form AOC -1 as Annexure - 1 which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129 of the Companies Act, 2013 and Accounting Standard (AS) - 21, the audited consolidated financial statements is provided in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 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;

(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; and

(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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the relevant committees of the Board, including the Audit Committee, the Board of Directors of the Company is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

CORPORATE GOVERNANCE REPORT

The Company is strictly complying with the Corporate Governance practices as envisaged in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance together with requisite certificate from M/s. HS Associates, Practicing Company Secretaries, Mumbai confirming compliance with the conditions of corporate governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, stipulates for the Business Responsibility Report describing the initiatives taken by the companies from an environmental, social and governance perspective. The provisions have been made applicable to Top 500 listed companies in terms of market capitalization as at March 31. During the financial year 2015-16, the Company completed its Initial Public Offering. The equity shares of the Company were listed on BSE Limited and The National Stock Exchange of India Limited on September 9, 2015. As on March 31, 2016, the Company stands among Top 500 listed companies in terms of market capitalization. The Company has adopted the Principles to assess compliance with Environmental, Social and Governance Norms and accordingly the Business Responsibility Report for the year 2015-16 is attached as part of Annual Report and is also available on the Company''s website at the link http:// www.navkarcfs.com/a/investor-relations.php.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shantilal Jayavantraj Mehta retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board of Directors of the Company commends his re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mrs. Sudha Gupta, Mr. Lalit Menghnani and Mr. Rameshchandra Purohit were appointed as Independent Directors at the General Meeting of the Company held on September 30, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director.

Mr. Jayesh Nemichand Mehta has ceased to be Whole-time Director of the Company with effect from September 1, 2016.

As on March 31, 2016, the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013 are

Mr. Nemichand Jayavantraj Mehta, Chief Executive Officer, Mr. Anish Maheshwari, Chief Financial Officer and Ms. Ekta Chuglani, Company Secretary. There has been no change in the Key Managerial Personnel during the financial year 2015

16. Mr. Nemichand Jayavantraj Mehta ceased to be Chief Executive Officer with effect from September 1, 2016. The Board of Directors has appointed Capt. Dinesh Gautama, Whole-time Director as Chief Executive Officer of the Company with effect from September 1, 2016 and designated him as Whole-time Director and Chief Executive Officer.

The Company has devised a Policy for performance evaluation of the Board of Directors, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter-alia considers attendance of Directors at Board of Directors and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, 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 its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The performance evaluation of the Chairman and Non Independent Directors was carried out by Independent Directors. The reports on performance evaluation of the Individual Directors were reviewed by the Nomination and Remuneration Committee and the Chairman of the Board held discussions with each Board member and provided feedback to them on the evaluation outcome.

The summary of the Policy for selection of Directors and determining Directors independence; and Remuneration Policy for Directors and Key Managerial Personnel are provided in the Corporate Governance Section which forms part of this Report and detailed policies are available on the Company''s website at the link http://www.navkarcfs.com/a/investor-relations.php.

BOARD MEETING

Fifteen meetings of the Board of Directors were held during the financial year 2015-16. The details of the number of meeting held and attendance of each Director are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

As on March 31, 2016, the Audit Committee comprises Ms. Sudha Gupta (Chairperson), Mr. Rameshchandra Meghraj Purohit (Member) and Mr. Jayesh Nemichand Mehta (Member). During the financial year 2015-16, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company.

The employees are free to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or corporate governance policy or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/ accounting, etc. received from the employees under this policy.

During the financial year 2015-16, the Company has not received any complaint through Vigil Mechanism. The Whistle Blower Policy is available on the Company''s website at the link http:// www.navkarcfs.com/a/investor-relations.php.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee formulated Nomination and Remuneration Policy for determining the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of directors, key managerial personnel and other employees. The policy is available on the Company''s website at the link http://www. navkarcfs.com/a/investor-relations.php.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2016, the Corporate Social Responsibility Committee comprises Ms. Sudha Gupta (Chairperson), Mr. Shantilal Jayavantraj Mehta (Member) and Mr. Jayesh Nemichand Mehta (Member).

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) activities of the Company are guided by its CSR Policy, which is framed and approved by the Board of Directors of the Company.

The Company undertakes its CSR activities through Navkar Charitable Trust. Some of the objects of the Navkar Charitable Trust include eradication of hunger, maintenance of homes for aged and orphans, promoting healthcare, education and animal welfare. The Company contributes to the corpus of Navkar Charitable Trust towards the above activities.

The statutory disclosure with respect to CSR activities forms part of this Annual Report and is annexed with this Report as Annexure - 2. Policy on Corporate Social Responsibility is available on the Company''s website at the link http://www. navkarcfs.com/a/investor-relations.php.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Notes 14, 15, 17, 21, 32 and 41 to the standalone financial statement).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company''s website at the link http://www. navkarcfs.com/a/investor-relations.php.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board of Directors for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 is provided in the prescribed form AOC-2 as Annexure - 3 which forms part of this Report.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

The Statutory Auditors, M/s. S. K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, were appointed in the Sixth Annual General Meeting held on 11th September, 2014 to hold office from the conclusion of the Sixth Annual General Meeting till the conclusion of Eleventh Annual General Meeting to be held in the year 2019. The Company has received letter from the Statutory Auditors to the effect that the ratification of appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notes on financial statements 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

The Board has appointed M/s. H S Associates, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexed as Annexure - 4 with this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9 is annexed as Annexure - 5 with this Report.

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

Conservation of Energy:

The Company continuously strives to conserve and optimize energy, adopt environment friendly practices and employ technology for more efficient operations. Adequate measures have been implemented to conserve energy with the focus on uses of the conventional and exploring other sources of energy.

Technology Absorption:

The Company sincerely believes in utilizing technology to improve productivity, efficiency and quality of its business operations and working environment. The Company is incurring major capital expenditure for installing Rubber Tyred Gantry (RTG) Cranes, development of software''s and networking setup for CFS Operations.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs. 2,90,39,830/-

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required pursuant to Section 197 of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable since none of the employees are in receipt of remuneration in excess of the limits set out in the said rules.

Disclosures relating to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure - 6 which forms part of this Report.

OTHER DISCLOSURES

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 2015-16:

- 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

The Board of Directors of the Company expresses its sincere appreciation for the continuous assistance and co-operation received from the Banks, Government Authorities, Customers and Shareholders. The Directors also wish to place on record their appreciation for the committed services by the Company''s employees.

On behalf of the Board of Directors

Date : September 1, 2016 Shantilal J Mehta

Place : Mumbai Chairman and Managing Director


Mar 31, 2015

The Directors are pleased to present the Seventh Annual Report of the Company together with the audited financial statements of your Company for the financial year ended March 31, 2015.

1. financial Highlights (Standalone) (in)

for the year For the Year particulars Ended March Ended March 31, 2015 31, 2014

Revenue from Operations 3,287,542,893 3,493,500,801

Other Income 32,607,216 208,361,074

Total Revenue 3,320,150,109 3,701,861,875

Less: Expenses 2,506,378,515 2,710,465,657

Profit Before Tax 813,771,594 991,396,218

Less: Tax Expenses 117,087,716 85,891,816

Profit After Tax 696,683,878 905,504,402

2. Operations/State of the Company's affairs

During the financial year 2014-15, your Company performed creditably in a challenging macroeconomic environment. During the year, the cargo handling services volumes increased from 244,128 TEUs for the financial year 2013-14 to 268,836 TEUs for the financial year 2014-15.

The total revenue of the Company decreased by 10.3% from Rs. 370.19 crore for the financial year 2013-14 to Rs. 332.02 crore for the financial year 2014-15, primarily due to a decrease in revenue from operations and due to a decrease in other income.

The revenue from operations decreased by 5.9% from Rs. 349.35 crore for the financial year 2013-14 to Rs. 328.76 crore for the financial year 2014-15, primarily since the Company discontinued business of the sale of agro products with effect from April 1, 2014, which accounted for Rs. 60.51 crore of revenue from operations for the financial year 2013-14. The decrease in the revenue from operations was partially offset by an increase of 11.2% in revenues from the cargo handling services to Rs. 236.99 crore for the financial year 2014-15 from Rs. 213.16 crore for the financial year 2013-14 and an increase of 19.7% in the revenues from the cargo storage services to Rs. 86.00 crore for the financial year 2014-15 from Rs. 71.83 crore for the financial year 2013-14.

Other income decreased by 84.4% from Rs. 20.84 crore for the financial year 2013-14 to Rs. 3.26 crore for the financial year 2014-15, primarily due to a decrease in foreign exchange gains from Rs. 16.98 crore for the financial year 2013-14 to Nil for the financial year 2014-15. This decrease was primarily due to foreign exchange fluctuations.

3. dividend and Reserves

In order to conserve the resources, your Directors do not recommend any dividend for the year ended March 31, 2015. The details of reserves and surplus are provided in note no. 4 of the notes to the financial statements.

4. Share Capital

During the year under review, the authorized share capital of the Company was increased from Rs. 25.91 crore to Rs. 160 crore.

Further the Company has issued bonus shares to the existing equity shareholders of the Company in proportion of Five (5) equity shares for every One (1) equity share held and the paid up share capital of the Company was increased from Rs. 20.58 crore to Rs. 112 crore on March 3, 2015.

5. Subsidiary Company

During the year under review, the Company has one subsidiary, namely Navkar Terminals Limited.

Navkar Terminals Limited is in the process of developing an ICD adjacent to the proposed logistics park of the Company at Umergaon, Valsad district (near Vapi), Gujarat.

6. Consolidated financial Statements

Pursuant to Section 129 of the Companies Act, 2013, and Accounting Standard AS 21, the Company has prepared consolidated accounts with that of its subsidiary, which also form part of this Annual Report.

7. public deposits

During the year under review, your Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

8. particulars of Loans, guarantees or investment by the Company

Details of Loans made, Guarantees given and Investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes (note no.14,15 and 37) to the Financial Statements.

9. particulars of contracts or arrangements with related parties.

Details of contracts or arrangements entered into with the related parties as per the provisions of Section 188 of the Companies Act, 2013 are disclosed in form No. AOC - 2 annexed with the Board Report as Annexure - 1.

10. 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 occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There has been no significant and material orders that has been passed by the Regulators or Courts or Tribunals that has impacted the Going Concern Status and Company's Operations in future.

12. Statutory auditors

The Statutory Auditors, M/s S.K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company.

13. auditors' Report

The report of the Auditor's on the accounts of the Company does not contain any observations/remarks or qualifications and the same does not calls for any clarifications or explanations to be given in the Directors' Report.

14. Secretarial audit Report

Pursuant to provisions of Section 204 of the Companies Act,

2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s HS Associates, Practicing Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-2".

With reference to the observations of the Secretarial Auditor, the Company has appointed Company Secretary and Internal Auditor during the year. The observation of the Secretarial Auditor on related party guarantee is self explanatory. Hence for brevity no repetition is made here.

15. Corporate governance Report

A report on corporate governance together with the Secretarial Auditor's Certificate on compliance with the conditions of corporate governance, forms the part of this Annual Report.

16. Extract of annual return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-3".

17. Directors and Key Managerial personnel

Capt. Dinesh Gautama was appointed as an additional Director of the Company with effect from December 08, 2014 and Mrs. Shailaja N Mehta has resigned from the Directorship with effect from December 08, 2014.

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.

Mr. Nemichand J Mehta ceased to be the Managing Director of the Company with effect from September 04, 2014 and was appointed as the Chief Executive Officer of the Company with effect from the same date.

The Board of Directors had designated Mr. Shantilal J Mehta as Chairman and Managing Director of the Company with effect from September 12, 2014 for further period of 3 years and re-appointed Mr. Jayesh N Mehta as Whole-time Director of the Company for further period of 3 years with effect from September 12, 2014.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Jayesh N Mehta retires by rotation and being eligible for re-appointment, offers his candidature for the same.

Ms. Ekta Chuglani was appointed Company Secretary of the Company with effect from September 12, 2014.

Mr. Jayesh Kritikant Kothari was appointed as Chief Financial Officer (CFO) of the Company with effect from September 25, 2014 and during the year he resigned from the post of CFO with effect from February 06, 2015. Mr. Anish Sewaram Maheshwari was appointed as a CFO with effect from the same date.

18. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, 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, Corporate Social Responsibility Committee and Stakeholders' Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. Board Meeting

During the year 37 meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. audit Committee

During the year Audit Committee was re-constituted on October 01, 2014. As on March 31, 2015 the Committee comprised the following :

Ms. Sudha Gupta - Chairperson

Mr. Rameshchandra Meghraj Purohit - Member

Mr. Jayesh Nemichand Mehta - Member

21. Establishment of Vigil Mechanism / whistle blower policy

As per the provisions of Section 177 of the Companies Act, 2013, your Company has adopted the Vigil Mechanism/ Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company. The employees are firee to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or corporate governance policy or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/accounting, etc. received from the employees under this policy.

22. Nomination and Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of Directors, Key Managerial Personnel's and other Employees.

23. Corporate Social Responsibility Committee

During the year Corporate Social Responsibility Committee was constituted on October 01, 2014. As on March 31, 2015 the Committee comprised the following :

Ms. Sudha Gupta - Chairperson

Mr. Shantilal J Mehta - Member

Mr. Jayesh Nemichand Mehta - Member

24. Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities of the Company are guided by its CSR Policy, which is framed and approved by the Board of Directors of the Company. The Company undertakes its CSR activities through Navkar Charitable Trust. Some of the objects of the Navkar Charitable Trust include eradication of hunger, maintenance of homes for aged and orphans, promoting healthcare and animal welfare. The Company contributes to the corpus of Navkar Charitable Trust towards the above activities.

The statutory disclosure with respect to CSR activities forms part of this Annual Report and is annexed herewith as Annexure-4.

25. Risk Management policy

As per the requirement of Section 134(3)(n) of the Companies Act, 2013, every company is required to include a statement indicating development and implementation of a risk management policy for the Company including identification therein of the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

Accordingly, your Company has formulated a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks.

Senior professionals, 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.

26. Conservation of Energy, Technology absorption, foreign Exchange Earnings and Outgo

Conservation of Energy:

Your Company continuously strives to conserve energy, adopt enviornment friendly practices and employ technology for more effcient operations. Adequate measures have been implemented to conserve energy.

Technology absorption:

The Company sincerely believes in utilizing technology to improve productivity, efficiency and quality of its business operations and working environment. There is major capital expenditure incurred for development of software's and networking setup for CFS Operations.

foreign Exchange Earnings and Outgo (Value in)

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : 12,579,502

27. particulars of Employees

There were no employees in receipt of remuneration as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

29. awards and Recognitions

In August 2014, your Company received 'Container Fireight Station of the Year' award at the Gateway Awards, 2014.

In September 2014, your Company received 'Container Fireight Station Operator of the Year (Specifc)' for Nhava Sheva by the 5th All India Maritime and Logistics Awards, 2014.

In February 2015, your Company received the ICC Supply Chain Excellence Award 2015 in the category of 'CFS Management' from the Indian Chamber of Commerce.

30. acknowledgement

Your Directors gratefully acknowledge all stakeholders of the Company viz. customers, dealers, vendors, banks and others. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

On behalf of the Board of directors

Shantilal J Mehta

Chairman and Managing Director

DIN: 00134162

Date : June 17, 2015

Place : Mumbai

 
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