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Notes to Accounts of Navkar Corporation Ltd.

Mar 31, 2018

Note 1 : Company Overview

Navkar Corporation Limited (âthe Companyâ) is a public limited Company domiciled in India having its registered office at 205-206, J. K. Chambers, Sector-17, Vashi, Navi Mumbai, - 400 705. The Company was incorporated on September 29, 2008 under the provision of the Companies Act, 1956. The Company is engaged in providing Container Freight Station (CFS) facilities and Inland Container Depot (ICD) and is focused on capitalizing the available opportunities in the logistics space in western India. Our CFS is largely dependent on EXIM container traffic in and out of Indian port - JNPT. The equity shares of the Company were listed on The National Stock Exchange of India Limited and BSE Limited on September 9, 2015.

Notes:

a) The Investment Property consist of Land and Land Developments.

b) Gross carrying amount of Investment Property includes certain land and development having gross block value of Rs. Nil (March 31, 2017: Rs. 278.48 lakhs) situated at different locations, which are in the name of the Directors of the Company and are yet to be transferred in the name of the Company.

c) The Board of Directors has decided in the meeting held on November 25, 2016 for development of Residential Township on approximately 45 acres of land of the Company situated at Narpoli and Dahivali in Panvel, District Raigarh, Maharashtra, located in close proximity to the other residential projects.

d) Amounts are recognised in the statement of profit and loss for the above investment properties is Rs. Nil during the financial year ended March 31, 2018 and March 31, 2017.

f) Description of valuation techniques used and key inputs to valuation on investment properties

As at March 31, 2018 and March 31, 2017, the fair values of the properties are Rs. 11,779.06 lakhs and Rs. 10,968.40 lakhs respectively. These valuations are based on valuations performed by Ramachandra & Associates, an accredited independent valuer. Ramachandra & Associates is a specialist in valuing these types of investment properties.

(a) Terms / rights attached to:

Equity Shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity share holders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts in proportion to their share holding.

(d) Pursuant to approval of the shareholders of the Company accorded in the Annual General Meeting of the Company held on August 24, 2017, the Board of Directors, on November 01, 2017, has issued and allotted 79,11,158 Equity Shares of Rs. 10 each of the Company at an issue price of Rs. 183/- per Equity Share (including premium of Rs. 173/- per Equity Share) to Qualified Institutional Buyers pursuant to the Qualified Institutions Placement under Chapter VIII of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, Section 42 of the Companies Act, 2013 and other applicable provisions and rules made thereunder.

The gross proceeds of QIP issue Rs. 14,477.42 lakhs has been utilised for the objects stated in the Placement Document dated October 30, 2017 and there has been no deviation in the use of QIP proceeds from the objects stated therein.

(e) Shares allotted as fully paid up equity shares as bonus issue (during 5 years immediately preceding March 31, 2018):

91,420,665 Equity Shares of Rs. 10 each fully paid up were issued as bonus shares on March 3, 2015 in the ratio of five fully paid up equity share for every equity share held on March 2, 2015, being the record date through capitalisation of surplus from the Statement of Profit and Loss.

Note:

The Company has issued redeemable non-convertible Preference Share. Accordingly, the Companies (Share Capital and Debentures) Rules, 2014 (as amended), require the Company to create CRR out of profits of the Company available for payment of dividend. CRR is required to be created for an amount which is equal to 100% of the amount to be redeemed of Preference Shares issued at the time of maturity. The CRR is required to be created over the life of Preference Share, the Company has created CRR out of retained earnings for an proportionate amount (March 31, 2018: 44.8% and March 31, 2017: 36.46% ).

0% Cumulative Redeemable Preference Shares: The Company has one class of preference shares having a par value of Rs. 10 per share. They have been issued for a period of 12 years and are redeemable thereafter. These shares do not carry any dividend. In the event of liquidation, the preference shareholders are eligible to receive repayment of the capital. They do not have any rights to participate in the profits or assets of the Company. The effective interest rate used for these shares are 12.00% p.a.

6% Cumulative Redeemable Preference Shares

The Company has one class of preference shares having a par value of Rs. 100 per share and the same would be redeemed at the end of 10 years from the date of allotment. In the event of liquidation, the preference shareholders are eligible to receive repayment of the capital along with the dividend. They do not have any rights to participate in the profits or assets of the Company. Also the Company has call option to redeem the preference shares at any time after the end of one year from the date of allotment. The effective interest rate used for these shares are 12.00% p.a.

Shares allotted as fully paid up 6% Cumulative Redeemable Preference shares pursuant to the âScheme of Amalgamation (during 5 years immediately preceding March 31, 2018):

99,790 6% Cumulative Redeemable Preference shares of Rs. 100 each fully paid up were issued to the erstwhile shareholders of Navkar Terminals Limited pursuant to the âScheme of Amalgamationâ between the Company, Navkar Terminals Limited and their respective shareholders without payment being received in cash.

Note:

(a) These facilities are secured against the following charge on various assets of the Company :

1. Primary : Hypothecation charge on the entire current assets of the Company, both present & future.

2. Collateral :

Office number 1303, 1304 on 13th floor of the building known as Goodwill Infinity on the land bearing plot no. E/3A Sector

12, Kharghar, Navi Mumbai.

Exclusive charge on the below mentioned assets :

1) Kalmar bearing registration number NL 02-L-1411 (Model no. DRF 450 65S5)

2) Kalmar bearing registration number NL 02-L-0425 (Model no. DRF 450 65S5)

3) Kalmar bearing registration number NL 02-L-0424 (Model no. DRF 450 65S5)

4) Kalmar bearing registration number MH 46 B1546 (Model no. DRF 450 65S5)

5) Kalmar bearing registration number MH 46 B1548 (Model no. DRF 450 65S5)

6) kalmar bearing registration number MH 46 B1549 (Model no. DRF 450 65S5)

3. A undated cheque issued in the favour of bank of facility amount.

4. Personal Guarantees of Mr. Shantilal J Mehta.

(b) Working Capital Loan from HDFC Bank amounting to Rs. Nil (March 31, 2017 1,013.93 lakhs) repayable on demand.

At March 31, 2018, the Company had available Rs. Nil. (March 31, 2017: Rs. 524.50 lakhs) of undrawn committed borrowing facilities.

Note:

The Company has taken appropriate steps for refund of share application money received in Initial Public Offering in case of unallotted/ partially allotted applications. The balance is kept in a separate bank account âShare Application Money Refund Accountâ and the Company can not freely use this amount.

Note: The above other financial liabilities includes Foreign Currency Forward and Options Contracts. Only observable inputs directly and indirectly are available to recognise the same at fair value, accordingly fair value measurement is done considering the Level -2 of Fair Value Hierarchy as per the Ind-AS 113.

Note 2 : Financial Risk Management Objectives and Policies

The Companyâs principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Companyâs operations and to provide guarantees to support its operations directly or indirectly. The Companyâs principal financial assets include investments, loans, trade and other receivables, cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The below note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Trade receivables

Customer credit risk is managed by the Companyâs established policy, procedures and control relating to customer credit risk management. The Company is in the business of CFS activities. Credit quality of a customer is assessed by the management on regular basis with market information and individual credit limits are defined accordingly. Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the senior management.

An impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Companyâs historical experience for customers.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Companyâs finance department in accordance with the Companyâs policy. Investments of surplus funds are made generally in the fixed deposits. The investment limits are set to minimise the concentration of risks and therefore mitigate financial loss to make payments for vendors.

The Companyâs maximum exposure to credit risk for the components of the balance sheet at March 31, 2018 and March 31, 2017 is the carrying amounts as stated in balance sheet .The Companyâs maximum exposure relating to financial derivative instruments is noted in the liquidity table below.

Liquidity Risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, preference shares and unsecured loans. The Company has access to a sufficient variety of sources of funding which can be rolled over with existing lenders. The Company believes that the working capital is sufficient to meet its current requirements.

The table below provides details regarding the maturities of significant financial liabilities as of March 31, 2018, March 31, 2017:

Market risk comprises two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Companyâs policy is to keep balance between its borrowings at fixed rates of interest. To manage this, the Company enters into interest rate swaps, in which it agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of hedge accounting. With all other variables held constant, the Companyâs profit before tax is affected through the impact on floating rate borrowings, as follows:

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Groupâs exposure to the risk of changes in foreign exchange rates relates primarily to the borrowings converted in the foreign currency and purchase of stores and spares from out of the India. The Company manages its foreign currency risk by hedging repayment of principals that are expected to be paid within the period of loan. When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. The Company hedges its exposure to fluctuations on the translation into â of its foreign payables in foreign currencies and by using foreign currency option and forward contracts.

Foreign Currency Sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rate, with all other variables held constant. The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities.

Note 3 : Capital Management

For the purpose of the Companyâs capital management, capital includes issued equity share capital, securities premium and all other reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital management is to maximise the value of the share and to reduce the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company can adjust the dividend payment to shareholders, issue new shares, etc. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

Note 4 : Segment Information:

Information about Primary Business Segment

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. The Company is engaged in CFS Operations and related activities during the year, consequently the Company does not have separate reportable business segment for the year ended March 31, 2018.

Information about Secondary Geographical Segment

The Company is engaged in providing services to customers located in India, consequently the Company does not have separate reportable geographical segment for the year ended March 31, 2018.

Note 5: Merger of Subsidiary Company:

Board of Directors in their meeting held on March 30, 2017 approved the Scheme of Amalgamation of Navkar Terminals Limited (âNTLâ) with the Company (âthe Schemeâ). The Company holds 50,000 equity shares fully paid up in NTL, representing 100% of the total paid up equity share capital of NTL, which shall stand extinguished upon the Scheme becoming effective. The Scheme has been approved by the shareholders of both the companies and other regulatory authorities as prescribed in the law. The scheme was approved by the NCLT by its order dated March 28, 2018.

Pursuant to the Scheme, all assets and liabilities of the Transferor Company has been transferred to and vested in the Transferee Company on the appointed date (i.e. March 1, 2016) at their book values. The Transferee Company has issued one fully paid up 6% Cumulative Redeemable Preference Shares of Rs. 100 each for every Preference Shares of Rs. 100 each held in the Transferor Company pursuant to the Scheme. As per the NCLT order, this amalgamation is in nature of merger and the accounting treatment is to be given using the âPooling of Interest Method of Accountingâ. The details of assets and liabilities transferred by the Transferor Company as a result of amalgamation are as under:

Note 6 : Employee Benefits:

The Company has classified the various benefits provided to employees as under:

I. Defined Contribution Plans

a. Employersâ Contribution to Provident Fund and Employeeâs Pension Scheme

b. Employersâ Contribution to Employeeâs State Insurance

During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:

III. Other Employee Benefit

The liability for leave entitlement as at March 31, 2018 is Rs. 67.13 lakhs (March 31, 2017: Rs. 51.57 lakhs) disclosed under Long Term Provisions (Refer Note 19) and Short Term Provision (Refer Note 25).

IV. Sensitivity Analysis

The below sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

a. Gratuity

A quantitative sensitivity analysis for significant assumption as at March 31, 2018 and March 31, 2017 are as shown below:

Note 7 : Expenditure on Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The Company is spending amount for these activities, which are specified in Schedule VII of the Companies Act, 2013.

(a) Gross amount required to be spent by the Company during the year Rs. 216.11 Lakhs (previous year Rs. 205.38 Lakhs)

(b) Amount spent during the year on:

Note 8 : Qualified Institutional Placement:

Pursuant to approval of the shareholders of the Company accorded in the Annual General Meeting of the Company held on August 24, 2017, the Board of Directors, on November 01, 2017, has issued and allotted 79,11,158 Equity Shares of Rs. 10 each of the Company at an issue price of Rs. 183/- per Equity Share (including premium of Rs. 173/- per Equity Share) to Qualified Institutional Buyers pursuant to the Qualified Institutions Placement under Chapter VIII of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, Section 42 of the Companies Act, 2013 and other applicable provisions and rules made thereunder.

Note 9 : Previous Yearsâ Figures:

The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to the extent applicable. The Company has adopted Ind-AS on April 1, 2016 with the transition date as April 1, 2015, and adoption was carried out in accordance with Ind-AS 101 - First Time Adoption of Indian Accounting Standards. The previous periodâs figures have been regrouped or rearranged wherever necessary.

The accompanying notes are an integral part of the these financial statements

Mar 31, 2017

Note 1 : Company Overview

Navkar Corporation Limited (âthe Companyâ) is a public limited Company domiciled in India having its registered office at 205-206, J. K. Chambers, Sector-17, Vashi, Navi Mumbai, - 400 705. The Company was incorporated on September 29, 2008 under the provision of the Companies Act, 1956. The Company is engaged in providing Container Freight Station (CFS) facilities and is focused on capitalizing the available opportunities in the logistics space in western India. Our CFS is largely dependent on EXIM container traffic in and out of Indian port - JNPT. The equity shares of the Company were listed on The National Stock Exchange of India Limited and BSE Limited on September 9, 2015.

Note 2 : First Time adoption of ind-as

For all periods up to March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP) Indian GAAP (âIGAAPâ). These standalone financial statements of Navkar Corporation Limited for the year ended March 31, 2017 have been prepared in accordance with Ind-AS. This is the first set of Financial Statements in accordance with Ind-AS. For the purpose of transition from the IGAAP to Ind-AS, the Company has followed guidance provided in Ind-AS 101 - First Time Adoption of Indian Accounting Standards, w.e.f. April 01, 2015 as the transition date.

The transition to Ind-AS has resulted in changes in the presentation of the financial statements, disclosures in the notes, accounting policies and principles. The accounting policies set out in Note 2 have been applied in preparing the standalone financial statements for the year ended on March 31, 2017 as well as for March 31, 2016 for comparative information. In preparing these financial statements, opening balance sheet was prepared as at 1 April 2015. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1 April 2015 and the financial statements as at and for the year ended March 31, 2016.

Exemptions on first time adoption of Ind-AS availed in accordance with Ind-AS 101, have been described below: exemptions availed on first time adoption of ind-as 101

Ind-AS 101 allows certain optional exemptions and mandatory exemptions on first time adoption of Ind-AS from the retrospective application of certain provisions of Ind-AS. The Company has accordingly applied the following exemptions:

Ind-as optional exemptions:

(i) Property, plant and equipment and intangible assets

Ind-AS 101 permits, a first time adopter to elect to continue with the carrying values for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind-AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind-AS 38 Intangible Assets and Investment properties covered by Ind-AS 40 Investment Properties.

Accordingly, the Company has elected to measure all of its property, plant and equipment, Investment properties and intangible assets at their previous GAAP carrying value.

(ii) Measurement of investment in subsidiaries, associates and joint ventures

Ind-AS allows entity that subsequently measures an investment in a subsidiary, joint ventures or associate at cost, may measure such investment at cost (determined in accordance with Ind-AS 27) or deemed cost (fair value or previous GAAP carrying amount) in its separate opening Ind-AS balance sheet.

For investments in equity instruments of subsidiary, the Company has elected to apply separate exemption available under Ind-AS 101 by measuring at their previous GAAP carrying amount, which is the deemed cost at the date of transition to Ind-AS.

Ind-as mandatory exceptions:

(i) Estimates

An entityâs estimates in accordance with Ind-AS at the date of transition to Ind-AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind-AS estimates as at April 1, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind-AS at the date of transition as these were not required under previous GAAP:

- Impairment of financial assets based on expected credit loss model.

(ii) Classification and measurement of financial assets

Ind-AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind-AS.

Accordingly, the Company has determined the classification of financial assets based on the facts and circumstances that exist on the date of transition.

Note 3 : reconciliations between previous GAAP and Ind-AS

The following reconciliations provides the effect of transition to Ind-AS from IGAAP in accordance with Ind-AS 101:

A. Equity as at beginning of April 1, 2015

B. Equity as at March 31, 2016

C. Net profit for the year ended March 31, 2016

D. Cash flows for the year ended March 31, 2016

Notes :

1. Preference share

The Company has issues 0% Cumulative Redeemable Preference Shares for 12 years. Under Indian GAAP, the preference shares were classified as share capital/ equity. Under Ind-AS, preference shares are classified as borrowings based on the nature and terms of the contract. Interest on liability is recognised using the effective interest method. Thus the preference share capital is reduced by Rs.2,300 lakhs including securities premium with a corresponding increase in borrowings as liability. Accordingly, borrowings have been net increased by Rs.736.97 lakhs with a corresponding net decrease in other equity as at April 1, 2015.

2. Secured Loan

Under Indian GAAP, transaction costs incurred in connection with borrowings are charged to profit or loss/ capitalised as and when incurred. Under Ind-AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss/ capitalised using the effective interest method. Accordingly, borrowings have been reduced by Rs.294.88 lakhs with a corresponding increase in retained earnings of Rs.72.97 lakhs, deferred tax liability of Rs.35.04 lakhs and decrease in property, plant and equipments of Rs.186.87 lakhs as at April 1, 2015.

3. Unsecured Loan

Under Indian GAAP, Unsecured Loans are measured at loan amount. Whereas Under Ind-AS, Unsecured Loans taken by the Company are recognised in the books at fair value. Subsequently the unsecured loans are measured at amortised cost by using effective interest method. Accordingly, borrowings have been reduced by Rs.5,930.88 lakhs with a corresponding increase in other equity as at April 1, 2015.

4. Trade receivables

Under Indian GAAP, the Company has created provision for impairment of trade receivables consists only in respect of specific amount for incurred losses. Under Ind-AS, impairment allowance has been determined based on Expected Credit Loss model (ECL). Accordingly, trade receivables have been reduced by Rs.11.71 lakhs with a corresponding decrease in retained earnings of Rs.7.91 lakhs and deferred tax liability of Rs.3.80 lakhs as at April 1, 2015.

5. Corporate Guarantee

Under Indian GAAP, corporate guarantee given by the Company on behalf of the other person/ entity is to be shown under capital and other commitment in the notes to the financial statements for disclosure purposes. Under Ind-AS, Financial guarantee contracts are recognised initially as a liability at fair value. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind-AS 109 and the amount recognised less cumulative amortisation. Accordingly, investments and other financial liabilities are increased by Rs.1,417.31 lakhs as at April 1, 2015.

Notes :

1. preference share

The Company has issues 0% Cumulative Redeemable Preference Shares for 12 years. Under Indian GAAP, the preference shares were classified as share capital/ equity. Under Ind-AS, preference shares are classified as borrowings based on the nature and terms of the contract. Interest on liability is recognised using the effective interest method. Thus the preference share capital is reduced by Rs.2,300 lakhs including securities premium with a corresponding increase in borrowings as liability. Accordingly, borrowings have been net increased by Rs.829.46 lakhs with a corresponding net decrease in other equity as at March 31, 2016.

2. Secured Loan

Under Indian GAAP, transaction costs incurred in connection with borrowings are charged to profit or loss/ capitalised as and when incurred. Under Ind-AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss/ capitalised using the effective interest method. Accordingly, borrowings have been increased by Rs.152.46 lakhs with a corresponding decrease in retained earnings of Rs.221.91 lakhs, decrease in deferred tax liability of Rs.117.43 lakhs and decrease in property, plant and equipments of Rs.186.87 lakhs as at March 31, 2016.

3. Unsecured Loan

Under Indian GAAP, Unsecured Loans are measured at loan amount. Whereas Under Ind-AS, Unsecured Loans taken by the Company are recognised in the books at the fair value. Subsequently the unsecured loans are measured at amortised cost by using effective rate of interest. Accordingly borrowings have been reduced by Rs.5,352.92 lakhs with a corresponding increase in other equity as at March 31, 2016.

4. Trade receivables

Under Indian GAAP, the Company has created provision for impairment of trade receivables consists only in respect of specific amount for incurred losses. Under Ind-AS, impairment allowance has been determined based on Expected Credit Loss model (ECL). Accordingly, trade receivables have been reduced by Rs.10.35 lakhs with a corresponding decrease in retained earnings of Rs.7.91 lakhs and deferred tax liability of Rs.3.58 lakhs as at March 31, 2016.

5. Corporate Guarantee

Under Indian GAAP, corporate guarantee given by the Company on behalf of the other person/ entity is to be shown under capital and other commitment in the notes to the financial statement for disclosure purposes. Under Ind-AS, Financial guarantee contracts are recognised initially as a liability at fair value. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind-AS 109 and the amount recognised less cumulative amortisation. Accordingly investments increased by Rs.1,417.31 lakhs with a corresponding increase in financial liabilities of Rs.1,321.39 lakhs and retained earnings of Rs.95.92 lakhs as at March 31, 2016.

Notes :

1. Guarantee fee

As per the requirements of Ind-AS 109, guarantee fee of Rs.95.92 lakhs recognised under âOther Incomeâ during the financial year 2015-16 (also refer Note 4-B(5) above).

2. Provision for expected Credit Loss

As per Ind-AS 109, the Company is required to apply expected credit loss model for recognising the allowance for doubtful debts. As a result, the allowance for doubtful debts is decreased by Rs.1.37 lakhs and the same is reversed and recognised in âOther Incomeâ during the financial year 2015-16.

3. Other comprehensive income (oCI)

Concept of other comprehensive income did not exist under Indian GAAP. Under Ind-AS, all items of income and expenses recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income or expenses that are not recognised in profit or loss but are shown in the statement of profit and loss as âOther comprehensive incomeâ includes remeasurement of defined employee benefits plans. The amount related to remeasurement of defined employee benefit plan of Rs.13.10 lakhs and tax effect of Rs.4.53 lakhs is presented as part of OCI during the financial year 2015-16.

4. Finance Cost

Ind-AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit or loss over the tenure of the borrowing as part of interest expense by applying the effective interest method (also refer Note 4-B(1), 4-B(2) and 4-B(3) above).

5. Deferred Tax

Various Ind-AS transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognised in relation to the underlying transaction either in retained earnings or a separate component of equity. Effect of timing difference is considered for calculation of deferred tax for the financial year 2015-16 (also refer Note 4-B(2) and 4-B(4) above).

1. Capitalised Borrowing Cost

The amount of borrowing costs capitalised during the year ended March 31, 2017 was ? 164.73 lakhs (March 31, 2016: ? Nil lakhs) which is related to Kharghar Office. The rate used to determine the amount of borrowing costs eligible for capitalisation was 10.29% to 11.05% which is the effective interest rate of the specific borrowing.

2. Asset under construction

Capital Work-in Progress as at March 31, 2017 comprises expenditure for Capacity enhancement of the Somathane CFS, Development of the non-notified areas of CFSs and Establishment of a logistics park at Valsad (nearVapi).

3. Property, Plant and Equipments pledged/ mortgaged as security

All Property, Plant and Equipment are subject to a first charge/ collateral to secure the loans taken by the Company.

4. Gross carrying amount of Land and Land Development includes certain land and land development having gross block value of ? 1,661.59 lakhs (March 31, 2016: ? 1,661.59 lakhs; April 1, 2015: ? 1,614.84 lakhs) situated at different locations, which are in the name of the Directors of the Company and are yet to be transferred in the name of the Company.

5. Gross carrying amount of Motor Vehicles includes certain Motor Vehicles having gross block value of ? 173.57 (March 31, 2016: ? 188.99; March 31, 2015: ? 194.66) which are in the name of the Directors of the Company and are yet to be transferred in the name of the Company.

6. The Gross carrying amount of any fully depreciated property, plant and equipment is ? 788.11 lakhs (March 31, 2016: ? 562.02 lakhs; March 31, 2015: ? 461.93 lakhs) that is still in use.

Notes:

a) The Investment Property consist of Land and Land Developments.

b) Gross carrying amount of Investment Property includes certain land and development having gross block value of Rs.278.48 lakhs (March 31, 2016: Rs.278.48 lakhs; April 1, 2015: Rs.85.78 lakhs) situated at different locations, which are in the name of the Directors of the Company and are yet to be transferred in the name of the Company.

d) Amounts are recognised in the statement of profit and loss for the above investment properties is Rs.Nil during the financial year ended March 31, 2017 and March 31, 2016.

f) Description of valuation techniques used and key inputs to valuation on investment properties

As at March 31, 2017 and March 31, 2016, the fair values of the properties are Rs.10,968.40 lakhs and Rs.9,168.75 lakhs respectively. These valuations are based on valuations performed by Ramachandra & Associates, an accredited independent valuer. Ramachandra & Associates is a specialist in valuing these types of investment properties.

Note 4- Current financial Liabilities - borrowings

Note:

(a) These facilities are secured against the following charge on various assets of the Company :

1. Primary : Hypothecation charge on the entire current assets of the Company, both present & future.

2. Collateral :

- Extension of mortgage charge on land with warehousing building at Container Freight Station, Yard I & II located at Village Ajiwali, Pune Mumbai National Highway (NH 4), Taluka Panvel, Raigad, measuring mortgageable area of 1,32,375 sq. mts., owned by the Company.

- Extension of mortgage charge on land with warehousing building at Container Freight Station, Yard III with railway siding facility, located at Village Somathane, Kon-Savla Road, Taluka Panvel, Raigad, measuring area of 2,91,123 sq. mts., owned by the Company.

- Extension of charge on entire property, plant and equipments of the Company located at locations stated above except the vehicles and equipments specifically charged for the vehicle / equipment loans.

- Extension of charge on 205-206, JK Chambers, Sector 17, Vashi, Navi Mumbai - 400 703, owned by Mr. Shantilal J Mehta, director of the Company.

- Plots of Land and Building situated at Survey No. 139/2, 140/0, 141/1B, Village Ajiwali, Tal-Panvel, District Raigad with total area of 4080 Sq. Mtrs. of WDV Value of Rs.518 lakhs and cash collateral of Rs.13 lakhs.

- DSRA equivalent to immediately ensuing quarter of debt servicing to be maintained in the form of Fixed Deposit of value of Rs.164 lakhs.

3. Personal Guarantees of : Mr. Shantilal J Mehta, Mr. Nemichand J Mehta, Mr. Jayesh N Mehta, Mr. Kunthu Kumar S Mehta, Mrs. Shailaja N Mehta, Ms. Kamalbai S Mehta, and Ms. Seema K. Mehta.

(b) Working Capital Loan from HDFC Bank amounting to Rs.1,013.93 lakhs (March 31, 2016 and April 1, 2015 : Rs.Nil) repayable on demand.

At March 31, 2017, the Company had available Rs.524.50 lakhs (March 31, 2016: Rs.389.11 lakhs, April 1, 2015: 696.24 lakhs) of undrawn committed borrowing facilities.

Note 5:- Financial assets at amortised Cost Method

The carrying value of the following financial assets recognised at amortised cost:

Note 6:- Financial Liabilities at amortised Cost Method

The carrying value of the following financial liabilities recognised at amortised cost:

Note 7:- Financial assets at fair value Through profit or Loss

The carrying value of the following financial assets recognised at fair value through profit or loss:

Note: The above investments are quoted instruments in active markets and the same is recognised at fair value. Fair value measurement is done considering the Level -1 of Fair Value Hierarchy as per the Ind-AS 113.

Note 8:- Financial Liabilities at fair value Through profit or Loss

The carrying value of the following financial liabilities recognised at fair value through profit or loss:

Note: The above other financial liabilities includes Foreign Currency Forward and Options Contracts and Liability for Corporate Guarantee. Only observable inputs directly and indirectly are available to recognise the same at fair value, accordingly fair value measurement is done considering the Level -2 of Fair Value Hierarchy as per the Ind-AS 113.

Note 9 : Financial risk Management objectives and policies

The Company is exposed to market risk, credit risk and liquidity risk. The below note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

Credit risk

Trade receivables

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Companyâs finance department in accordance with the Companyâs policy. Investments of surplus funds are made generally in the fixed deposits and for funding to subsidiary company. The investment limits are set to minimise the concentration of risks and therefore mitigate financial loss to make payments for vendors.

The Companyâs maximum exposure to credit risk for the components of the balance sheet at March 31, 2017 and March 31, 2016 is the carrying amounts as stated in balance sheet except for balances of subsidiary company. The Companyâs maximum exposure relating to financial guarantees and financial derivative instruments is noted in the liquidity table below.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The table below provides details regarding the maturities of significant financial liabilities as of March 31, 2017, March 31, 2016 and March 31, 2015:

Market risk

Interest rate risk

Interest rate sensitivity

Foreign currency risk

Foreign Currency sensitivity

Equity price risk

The Companyâs unlisted equity securities are of subsidiary and deemed cost of the same are taken as previous GAAP carrying value (i.e. cost of acquisition). The value of the financial instruments is not material and accordingly any change in the value of these investments will not affect materially the profit or loss of the Company.

Note 10 : Capital Management

Note 11 : Segment information: information about primary Business segment

Information about secondary Geographical segment

The Company is engaged in providing services to customers located in India, consequently the Company does not have separate reportable geographical segment for the year ended March 31, 2017.

Note 12 : Merger of subsidiary Company:

Board of Directors in their meeting held on March 30, 2017 approved the Scheme of Amalgamation of Navkar Terminals Limited (âNTLâ) with the Company (âthe Schemeâ). The Company holds 50,000 equity shares fully paid up in NTL, representing 100% of the total paid up equity share capital of NTL, which shall stand extinguished upon the Scheme becoming effective. The Scheme is subject to approval of shareholders of both the companies and other regulatory authorities as prescribed in the law. Hence, no effect of the same is given in the financial statements.

Note 13 : Employee Benefits:

The Company has classified the various benefits provided to employees as under:

I. Defined Contribution Plans

a. Employersâ Contribution to Provident Fund and Employeeâs Pension Scheme

b. Employersâ Contribution to Employeeâs State Insurance

During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:

iii. Other employee benefit

The liability for leave entitlement as at March 31, 2017 is Rs.48.95 lakhs (March 31, 2016: Rs.44.95 lakhs; April 1, 2015: Rs.40.42 lakhs) disclosed under Long Term Provisions (Refer Note 24) and Short Term Provision (Refer Note 30).

iv. Sensitivity Analysis

The below sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

Note 14 : Initial public offering:

During the financial year 2015-16, the Company has made an Initial Public Offering (IPO) for 3,87,09,676 equity shares of Rs.10 each, comprising of 3,29,03,225 fresh issue of equity shares by the Company and 58,06,451 equity shares offered for sale by Sidhhartha Corporation Private Limited (SCPL), a promoter group company. The equity shares were issued at a price of Rs.155 per equity share (including premium of Rs.145 per share). Out of the total proceeds from the IPO of Rs.60,000 lakhs, the Companyâs share is Rs.51,000 lakhs from the fresh issue of 3,29,03,225 equity shares. The total expenses in connection with the IPO are shared between the Company and SCPL in the proportion of the amount received from the IPO proceeds. Share issue expenses is adjusted against the securities premium account.

Fresh equity shares were allotted by the Company on September 4, 2015 and these shares rank pari-passu with the existing shares. The equity shares of the Company were listed on The National Stock Exchange of India Limited and BSE Limited on September 9, 2015.

Notes:

1) Certain reductions to the estimated deployment of funds towards the objects of the IPO, in light of movement in prices of machinery and raw materials, as reviewed by the Audit Committee of the Board, were approved by the Board of Directors of the Company at their meeting held on November 2, 2015 and accordingly, the Company estimates savings to the tune of Rs.8726.80 lakhs, subject to any further revisions in prices in the future. The Company utilised/ intends to utilise the available excess funds on account of the aforementioned revisions for repayment of its existing loans, which will reduce the interest costs of the Company. In accordance with the disclosures made in the Prospectus, that the actual utilisation towards the objects is lower than the proposed deployment due to revision in the estimated costs, the Company intends to utilise such costs saved for further investment in business growth and expansion opportunities.

2) Pursuant to the approval accorded from the Shareholders of the Company through Postal Ballots process completed on May 05, 2017 for variation in terms of Objects of the IPO, accordingly subsequent to the year end, the Company has made repayment of secured borrowings of Rs.6,586.70 lakhs upto May 29, 2017.

Note 15 : Expenditure on Corporate social responsibility:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The Company is spending amount for these activities, which are specified in Schedule VII of the Companies Act, 2013.

(a) Gross amount required to be spent by the Company during the year Rs.205.38 lakhs (previous year Rs.162.87 lakhs)

(b) Amount spent during the year on:

Note 16 : Disclosure on specified Bank Notes (sBNs):

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is given below:

* For the purposes of this clause, the term âSpecified Bank Notesâ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the November 8, 2016.

Note 17 : Previous Yearsâ figures:

Mar 31, 2016

(a) Terms / rights attached to:

Equity Shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity share holders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their share holding.

0% Cumulative Redeemable Preference Shares

The Company has one class of preference shares having a par value of Rs. 10 per share. They have been issued for a period of 12 years and are redeemable thereafter. These shares do not carry any dividend. In the event of liquidation, the preference shareholders are eligible to receive repayment of the capital. They do not have any rights to participate in the profits or assets of the Company.

(e) Shares allotted as fully paid up equity shares as bonus issue (during 5 years immediately preceding March 31, 2016):

91,420,665 Equity Shares of Rs. 10 each fully paid up were issued as bonus shares on March 3, 2015 in the ratio of five fully paid up equity share for every equity share held on March 2, 2015, being the record date through capitalization of surplus from the Statement of Profit and Loss Account.

Notes:

(a) Capital Reserve on Amalgamation is created as per the Scheme of Amalgamation between erstwhile Preeti Logistics Limited with the Company approved by the Hon''ble High Court Judicature at Bombay on February 11, 2010.

(b) Share holders have approved issue of bonus shares on February 28, 2015 in the ratio of five fully paid up equity share for one equity share held on March 2, 2015, being the record date, accordingly, the Company has issued 91,420,665 equity shares of Rs. 10 each fully paid up by utilizing its surplus in the Statement of Profit and Loss.

(c) With the applicability of Companies Act, 2013 with effect from April 1, 2014, and as per the provisions of Note 7 of Para C of Schedule II of the Companies Act, 2013, the Company has re-worked depreciation with reference to the estimated economic lives of fixed assets prescribed by Schedule II to the Act or actual useful life of assets, whichever is lower. For assets whose life has been completed as above, the carrying value, net of residual value aggregating Rs. 1,33,78,275 (net of deferred tax Rs. 90,37,694) as at April 1, 2014 has been adjusted to retained earnings and in other cases the carrying value as at April 1, 2014 has been depreciated over the remaining of the revised life of the assets and recognized in the Statement of Profit and Loss.

These facilities are secured against the following charge on various assets of the Company :

1. Primary : Hypothecation charge on the entire current assets of the Company, both present & future.

2. Collateral :

- Extension of mortgage charge on land with warehousing building at Container Freight Station, Yard I &

II located at Village Ajiwali, Pune Mumbai National Highway (NH 4), Taluka Panvel, Raigad, measuring mortgageable area of 92,375 sq. mts., owned by the Company.

- Extension of charge on entire fixed assets of the Company located at locations stated above except the vehicles and equipments specifically charged for the vehicle / equipment loans.

- Extension of charge on 205-206, JK Chambers, Sector 17, Vashi, Navi Mumbai - 400 703, owned by Mr. Shantilal J Mehta, director of the Company.

- Plots of Land and Building situated at Survey No. 139/2, 140/0, 141/1B, Village Ajiwali, Tal-Panvel, District Raigad with total area of 4080 Sq. Mtrs. of WDV Value of Rs. 5.18 Crores and cash collateral of Rs. 0.13 Crores.

- DSRA equivalent to immediately ensuing quarter of debt servicing to be maintained in the form of Fixed Deposit of value of Rs. 1.64 Crores.

3. Personal Guarantees of : Mr. Shantilal J Mehta, Mr. Nemichand J Mehta, Mr. Jayesh N Mehta, Mr. Kunthu Kumar S Mehta, Mrs. Shailaja N Mehta, Mrs. Kamalbai S Mehta, and Mrs. Seema K. Mehta.

Note:

As per information available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues, which are outstanding as at March 31, 2016.

The Company has taken appropriate steps for refund of share application money received in Initial Public Offering in case of un allotted/ partially allotted applications. The balance is kept in a separate bank account ''Share Application Money Refund Account'' and the Company cannot freely use this amount. Subsequent to year end, Rs. 147,250 has been paid till May 27, 2016.

Notes:

1. With the applicability of Companies Act, 2013 with effect from April 1, 2014, and as per the provisions of Note 7 of Para C of Schedule II of the Companies Act, 2013, the Company has re-worked depreciation with reference to the estimated economic lives of fixed assets prescribed by Schedule II to the Act or actual useful life of assets, whichever is lower. For assets whose life has been completed as above, the carrying value, net of residual value aggregating Rs, 1,33,78,275 (net of deferred tax Rs, 90,37,694) as at April 1, 2014 has been adjusted to retained earnings and in other cases the carrying value as at April 1, 2014 has been depreciated over the remaining of the revised life of the assets and recognized in the Statement of Profit and Loss.

2. Gross block of Land and Land Development includes certain land and land development having gross block value ofRs, 19,40,06,776 (as at March 31, 2015: Rs, 17,00,61,841) situated at different locations, which are in the name of the promoters of the Company and are yet to be transferred in the name of the Company.

3. Gross block of Motor Vehicles includes certain Motor Vehicles having gross block value ofRs, 1,88,98,658 (as at March 31, 2015: Rs, 1,94,66,809) which are in the name of the Directors of the Company and are yet to be transferred in the name of the Company.

4. Land situated at Ajiwali was transferred in the books of account of the Company on September 29, 2008 from the erstwhile partnership firm, M/s. Navkar Infra & Logistics Corporation at INR 1,051.52 million. This land was revalued in the erstwhile partnership firm, M/s. Navkar Infra & Logistics Corporation and credited to the Partners Capital Accounts and Current Account. The balances of Partners Capital have been converted into Equity Share Capital Account and balances of Partners Current Accounts have been converted into Unsecured Loans in the Company on Part IX Conversion of the erstwhile partnership firm, M/s. Navkar Infra & Logistics Corporation into Navkar Corporation Limited.

(i) The Company has issued Corporate Guarantees aggregating to Rs. 2,671.82 million as at year end (March 31, 2015: Rs. 2,668.92 million) on behalf of Navkar Terminals Limited (Formerly known as Harvard Credit Rating Agency Limited) and Rs. Nil as at year end (March 31, 2015: Rs. 1,700 million) on behalf of Sidhhartha Corporation Private Limited. Liabilities outstanding for which Corporate Guarantees have been issued aggregates Rs. 1,398.01 million as on March 31, 2016 (March 31, 2015: Rs. 1,873.04 million).

(ii) The Company is a Co-Borrower for Commercial Vehicle Loans taken by Navkar Terminals Limited (Formerly known as Harvard Credit Rating Agency Limited) aggregating to Rs. 5.313 million as at year end (March 31, 2015: Rs. 5.313 million). Liabilities outstanding for which the Company is a co-applicant aggregates to Rs. 3.24 million as on March 31, 2016 (March 31, 2015: Rs. 4.47 million).

NoTE 5 : P. D. Sekhsaria Trading Company Private Limited and United India Insurance Company Limited filed a special civil suit dated March 25, 2013 before the Court of Civil Judge against the Company for recovery of Rs. 42,340,533 along with interest from the date of cause of action until realization of the amount in respect of loss of cargo stored at the Company''s premises due to fire. United India Insurance Company Limited settled the claim of P. D. Sekhsaria Trading Company Private Limited by paying an amount of Rs. 42,340,533 under a marine insurance policy taken by P. D. Sekhsaria Trading Company Private Limited from United India Insurance Company Limited and was entitled to file the suit pursuant to subrogation and assignment. The Company then filed a reply dated November 26, 2013. As per the Management''s view, the liabilities would not arise to the Company as the Company has insurance cover for the same, hence not considered as contingent liabilities.

note 6 : SEGMENT INFORMATION

Information about Primary Business Segment

Information about Secondary Geographical Segment

The Company is engaged in providing services to customers located in India, consequently the Company does not have separate reportable geographical segment for the year ended March 31, 2016.

note 7 : employee BENEFITS

The Company has classified the various benefits provided to employees as under:

i. defined Contribution Plans

a. Employers'' Contribution to Provident Fund and Employee''s Pension Scheme

b. Employers'' Contribution to Employee''s State Insurance

During the year, the Company has incurred and recognized the following amounts in the Statement of Profit and Loss:

iii. other employee Benefit

The liability for leave entitlement as at year end is Rs. 4,495,167 (March 31, 2015: Rs. 4,041,704) disclosed under Long Term Provisions (Refer Note 8) and Short Term Provision (Refer Note 12).

note 8 : OPERATING Lease TRANSACTIONS

During the previous year, the Company has leased out certain trucks and trailers under cancellable operating lease agreements that are renewable on a periodic basis at the option of both the less or and the lessee for which Rent Income of Rs. Nil (2014-15: Rs. 8,750,000) for the year has been recognized in the Statement of Profit and Loss.

The Company has agreement for leased out of 45 numbers of trucks and trailers and not specific trucks and trailers, considering the nature of business of the Company, there are large number of trucks and trailers are owned by the Company, therefore, it is not feasible to identify the particular trucks and trailers are given on lease at a single point of time as the same is given on the basis of availability of the trucks and trailers as and when required by the party. Hence, the information regarding gross carrying amount, accumulated depreciation and net carrying amount as at year end and depreciation for the year as required by the Accounting Standard - (AS) 19 Rs. are not disclosed.

note 9 : related PARTY DISCLOSURE

i) Relationship

Description of relationship Names of Related Parties

Key Management Personnel Mr. Shantilal J Mehta

Mr. Nemichand J Mehta (CEO)

Mr. Jayesh N Mehta

Mrs. Ekta Chuglani (Company Secretary w.e.f. 12-09-2014)

Mr. Jayesh Kothari (Chief Financial Officer from 25-09-2014 to 05-02-2015) Mr. Anish Maheshwari (Chief Financial Officer w.e.f 06-02-2015)

Mr. Dinesh Gautama (w.e.f. 08-12-2014)

Relative of key management Mrs. Shailaja N Mehta personnel with whom the Company Mr. Kunthu Kumar Mehta has entered into transactions Mrs. Kamalbai S Mehta

Mrs. Sairabai J Mehta Mrs. Seema K Mehta

Subsidiary Navkar Terminals Limited (Formerly known as Harvard Credit Rating

Agency Limited)

Enterprises in which Key Sidhhartha Corporation Private Limited Management personnel and Harvard Global Logistics Limited

relatives of Key Management Navkar Terminals Limited (Merged with Harvard Credit Rating Agency personnel have significant influence Limited, as per the Scheme of Amalgamation, appointed date is 01-11-2014)

M/s. Arihant Industries (Proprietorship of Mr. Nemichand J Mehta) Navkar Charitable Trust

Notes:

1) The list of related parties above has been limited to entities with which transactions have taken place.

2) Related party transactions have been disclosed till the time the relationship existed.

note 10 : DERIVATIVE Instruments

The Company is exposed to foreign currency fluctuations on foreign currency assets/ liabilities, payables denominated in foreign currency. In line with the Company''s risk management policies and procedures, the Company enters into foreign currency option contracts and swap contracts to manage its exposure.

note 11 : initial PUBLIC OFFERING

During the year, the Company has made an Initial Public Offering (IPO) for 3,87,09,676 equity shares of Rs. 10 each, comprising of 3,29,03,225 fresh issue of equity shares by the Company and 58,06,451 equity shares offered for sale by Sidhhartha Corporation Private Limited (SCPL), a promoter group company. The equity shares were issued at a price of Rs. 155 per equity share (including premium of Rs. 145 per share). Out of the total proceeds from the IPO of Rs. 6,000 Million, the Company''s share is Rs. 5,100 Million from the fresh issue of 3,29,03,225 equity shares. The total expenses in connection with the IPO are shared between the Company and SCPL in the proportion of the amount received from the IPO proceeds. Share issue expenses is adjusted against the securities premium account. Fresh equity shares were allotted by the Company on September 4, 2015 and these shares rank pari-passu with the existing shares. The equity shares of the Company were listed on The National Stock Exchange of India Limited and BSE Limited on September 9, 2015.

Certain reductions to the estimated deployment of funds towards the objects of the IPO, in light of movement in prices of machinery and raw materials, as reviewed by the Audit Committee of the Board, were approved by the Board of Directors of the Company at their meeting held on November 2, 2015 and accordingly, the Company estimates savings to the tune of Rs. 872.68 Million, subject to any further revisions in prices in the future. The Company utilized/ intends to utilize the available excess funds on account of the aforementioned revisions for repayment of its existing loans, which will reduce the interest costs of the Company. In accordance with the disclosures made in the Prospectus, that the actual utilization towards the objects is lower than the proposed deployment due to revision in the estimated costs, the Company intends to utilize such costs saved for further investment in business growth and expansion opportunities.

note 12: CURRENT ASSETS AND LOANS AND ADVANCES

In the opinion of the Board, the Current Assets and Loans and Advances are realizable in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

note 13 : previous YEARS''S FIGURES

Previous year figures'' have been reclassified to conform to current year''s classification wherever applicable.

The accompanying notes are an integral part of these financial statements

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