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.
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.
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
Date : June 17, 2015
Place : Mumbai