The Directors of the Company are pleased to present the Ninth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial . year ended March 31 2017
(Rs in lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Revenue from Operations ||35516.08 ||34725.73 ||37090.53 ||34725.73 |
|Other Income ||2363.49 ||3233.62 ||1312.84 ||2318.46 |
|Total Revenue ||37879.57 ||37959.35 ||38403.37 ||37044.19 |
|Less: Expenses ||26945.30 ||26698.24 ||28482.22 ||26728.86 |
|Profit Before Tax ||10934.27 ||11261.11 ||9921.15 ||10315.33 |
|Less: Tax Expenses ||1313.58 ||1770.97 ||1361.14 ||1762.73 |
|Profit for the Year ||9620.69 ||9490.14 ||8560.01 ||8552.60 |
|Other Comprehensive Income for the year (net of taxes) ||(33.19) ||(8.57) ||(32.98) ||(8.57) |
|Total Comprehensive Income for the year ||9587.50 ||9481.57 ||8527.03 ||8544.03 |
As mandated by the Ministry of Corporate Affairs the Company has adopted the Ind-ASfor the Financial Year commencing from April 1 2016. The estimates and judgments relatingto the Financial Statements are made on a prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate of affairs profitsand cash flows for the year ended March 31 2017.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the financial year 2016-17 the overall performance of the
Company was satisfactory. At Standalone level the Company's Total Revenue stood atRs37879.57 lakh as against Rs37959.35 lakh in the previous fiscal Revenue fromOperations stood at
Rs35516.08 lakh as against Rs34725.73 lakh during the previous fiscal and ProfitAfter Tax stood atRs9620.69 lakh as against
Rs 9490.14 lakh in previous year.
At Consolidated level the Company's Total Revenue stood at Rs38403.37 lakh as againstRs37044.19 lakh in the previous fiscal Revenue from Operations stood at Rs37090.53 lakhas against Rs34725.73 lakh during the previous fiscal and Profit After Tax stood atRs8560.01 lakh as against Rs8552.60 lakh in previous year.
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport. aWaRdS aNd RECOgNiTiONS
The Company has received the following awards and recognitions:
Container Freight Station Operator of the Year award by
India Maritime Award in June 2016.
Container Freight Station Operator of the Year (Specific) award at the 7th MaritimeAnd Logistics Awards (MALA) in September 2016.
Container Freight Station of the Year award at Samudra Manthan Awards in December2016.
ICC Supply Chain & Logistics Excellence Award 2016 in the category of ContainerFreight Services in February 2017.
Capt. Dinesh Gautama Whole-time Director and Chief Executive Officer of the Companyhas received Mentor of the Year (Shipping) 2016 award at Samudra Manthan Awards inDecember 2016. diVidENd aNd RESERVES
In order to conserve the resources for the ongoing projects of the Company as well asthe Wholly Owned Subsidiary of the Company the Board of Directors do not recommend anydividend on the Equity Shares of the Company for the financial year ended March 31 2017.
As per the provisions of Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated Dividend Distribution Policy taking into account the parameters prescribed inthe said Regulations. The decision of the Board of Directors on dividend for the financialyear 2016-17 is in accordance with the Company's policy of meeting long-term growthobjectives of the Company by internal cash accruals. The details of reserves and surplusare provided in note no.22 of the notes to the financial statement.
During the financial year 2016-17 there is no change in the
Share Capital of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the financial year 2016-17 as stipulatedunder Regulation 34 read with
Schedule V to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations
2015 is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is strictly complying with the Corporate Governance practices as envisagedin the Companies Act
2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A report on corporate governance together with requisitecertificate from M/s. HS Associates Practicing Company Secretaries
Mumbai confirming compliance with the conditions of corporate governance forms part ofthe Annual Report.
BUSINESS RESPONSIBILITY REPORT
The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 stipulates for the Business Responsibility Reportdescribing the initiatives taken by the companies from an environmental social andgovernance perspective. The provisions have been made applicable to Top 500 listedcompanies in terms of market capitalization as at March 31. As on March 31 2017 theCompany stands among Top 500 listed companies in terms of market capitalization. TheCompany has adopted the Principles to assess compliance with Environmental Social andGovernance Norms and accordingly the Business Responsibility Report for the financial year2016-
17 is presented in a separate section forming part of the Annual Report. The detailedBusiness Responsibility Report is available on the Company's website at the linkhttp://www.navkarcfs. com/a/investor-relations.php.
The Company has only one subsidiary namely Navkar Terminals
Limited (NTL). During the financial year started commercial operations. During thefinancial year 2016-17 NTL's Total Revenue stood at Rs1623.15 lakh Revenue fromOperations stood at Rs1574.45 lakh and Profit After Tax stood at Rs38.67 lakh.
The Board of Directors of the Company in its meeting held on
March 30 2017 has approved amalgamation of NTL into the Company. The Company has madeapplications to BSE Limited and National Stock Exchange of India Limited for obtainingObservation Letters from the Exchanges and the same are awaited.
A Statement containing the salient features of the financial statement including theperformance and financial of the Subsidiaries/Joint Ventures/Associates pursuant to theprovisions 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(3) of the Companies Act 2013 the audited consolidatedfinancial statement is provided in the
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Capt. Dinesh Gautama retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.
On re-appointment Capt. Dinesh Gautama shall continue as Whole-time Director and ChiefExecutive Officer of the Company on terms and conditions of his appointment as approved bythe members and the Board of Directors.
Mr. R. C. Purohit an Independent Director of the Company passed away on November 302016. Mr. Ashok Kumar Thakur was appointed as an Additional Director (Non-executive
Independent) of the Company by the Board of Directors of the Company with effect fromJanuary 25 2017 and he shall hold office upto the date of ensuing Annual General Meeting.
In compliance of Section 149 read with Schedule IV of the Companies Act 2013 theappointment of Mr. Ashok Kumar Thakur as Independent Director is being placed before themembers in the Annual General Meeting for approval of the Members.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independenceprescribed under the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and there has been nochange in the circumstances which may affect his status as Independent Director.
The present term of Mr. Shantilal Mehta Chairman and Managing
Director of the Company is expiring on September 30 2017. The
Board of Directors of the Company on the recommendation of Nomination and RemunerationCommittee in its meeting held on May 29 2017 subject to approval of the Members hasreappointed Mr. Shantilal Mehta as Chairman and Managing Director of the Company for aperiod of three years with effect from October 1 2017. Accordingly the reappointment ofMr.
Shantilal Mehta as Chairman and Managing Director is being placed before the membersin the Annual General Meeting for -17 approval of the members. NTL has As on March 312017 the Key Managerial Personnel of the Company under Section 203 of the Companies Act2013 are Mr. Shantilal Mehta Chairman and Managing Director Mr. Nemichand MehtaWhole-time Director Capt. Dinesh Gautama
Whole-time Director and Chief Executive Officer Mr. Anish Maheshwari Chief FinancialOfficer and Mr. Hitesh Kumar Jain Company Secretary and Compliance Officer. Ms. EktaChuglani ceased to be Company Secretary of the Company with effect from November 25 2016.
The Company has devised a Policy for performance evaluation position of the Board ofDirectors Board Committees and Directors including Chairman Executive DirectorsNon-executive
Directors and Independent Directors. The evaluation process inter-alia considersavailability and attendance experience effective participation domain knowledgecompliance with code of conduct integrity diligence and participation leadership etc.
Pursuant to the provisions of the Companies Act 2013 and the
Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of the
Board and its Committees culture execution and performance of specific dutiesobligations and governance including the procedure prescribed under SEBI Circular datedJanuary 05 2017 on Guidance Note on Board Evaluation.
The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee.
The performance evaluation of the Chairman and Non- Independent Directors was carriedout by Independent Directors. The reports on performance evaluation of the IndividualDirectors were reviewed by the Nomination and Remuneration Committee and the Chairman ofthe Board held discussions with each Board member and provided feedback to them on theevaluation outcome. The Board of Directors expressed their satisfaction with theevaluation process.
NUMBER OF MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the financial year 2016-17.The details of the number of meetings held and attended by each Director are provided inthe Corporate Governance Report which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same; (b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (d) the Directors have prepared the annual accounts on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 systemsestablished and maintained by the Company work performed by the Internal Statutory and
Secretarial Auditors and external consultants including audit of internal financialcontrols over financial reporting by the
Statutory Auditors and the reviews performed by management and the relevant committeesof the Board including the Audit Committee the Board of Directors of the Company is ofthe opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2016-17.
RISK MANAGEMENT POLICY
The Company has formulated and implemented a Risk Management Policy that outlines theframework and procedures to assess and mitigate the impact of risks.
Under the guidance of the Board of Directors of the Company Key Managerial Personneland senior employees who are conversant with risk management systems and procedures havebeen entrusted with the risk management of the Company in accordance with the formulatedpolicy. The Audit Committee has additional oversight in the area of financial risks andcontrols. All risks are systematically addressed through mitigating actions on acontinuing basis.
AUDIT COMMITTEE RECOMMENDATIONS
During the financial year 2016-17 there were no instances of non-acceptance of anyrecommendation 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 hasadopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to theemployees to bring to the attention of the management any issues which is perceived to bein 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 behavioractual or suspected fraud or violation of the codes of conduct or corporate governancepolicy or any improper activity to the Audit Committee of the Company or Chairman of theCompany.
The Whistle Blower Policy has been appropriately communicated within the Company. Thepolicy empowers the Chairman of the Audit Committee/Chairman of the Company to investigateany protected disclosure including matters concerning financials/ accounting etc.received from the employees under this policy.
During the financial year 2016-17 the Company has not received any complaint throughVigil Mechanism. The Whistle Blower Policy is available on the Company's website at thelink http:// www.navkarcfs.com/a/investor-relations.php.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeformulated Nomination and Remuneration Policy for determining the criteria for determiningqualifications positive attributes and independence of a director and also criteria fordetermining the remuneration of directors key managerial personnel and other employees.The policy is available on the Company's website at for re-appointment. The the linkhttp://www. navkarcfs.com/a/investor-relations.php.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) activities of the Company are guided by its CSRPolicy which is framed in accordance of applicable provisions of the Companies Act 2013by the Board of Directors of the Company.
The Company undertakes its CSR activities through Navkar
Charitable Trust which is currently executing various projects on eradication ofhunger maintenance of homes for aged and orphans promoting healthcare education andanimal welfare. These projects are in accordance with Schedule VII of the Companies Act2013 and the Company's CSR policy.
The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure 2 and forms an integral part ofthis Report.
Policy on Corporate Social Responsibility is available on the Company's website at thelink http://www.navkarcfs.com/a/ investor-relations.php.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements.
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 DisclosureRequirements) Regulations 2015 the Board of Directors of the Company has approved apolicy on related party transactions. The policy on related party transactions has beenplaced 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 AuditCommittee and also before the Board of Directors for approval. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which are of a foreseeable andrepetitive nature.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the
Companies Act 2013 is provided in the prescribed form AOC-2 as Annexure 3 which formspart of this Report.
AUDITORS AND AUDITORS' REPORT
The Statutory Auditors M/s S. K. Patodia & Associates Chartered
Accountants (Firm Registration No.: 112723W) Mumbai were appointed in the SixthAnnual General Meeting held on 11th September 2014 to hold office from the conclusion ofthe Sixth
Annual General Meeting till the conclusion of Eleventh Annual General Meeting to beheld in the year 2019. The Company has received letter from the Statutory Auditors to theeffect that the ratification of appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013
Notes andthattheyarenot on financial statement referred to in the Auditors' Report areself explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
The Board has appointed M/s. HS Associates Practicing Company Secretaries Mumbai toconduct Secretarial Audit for the financial year 2016 -17. The Secretarial Audit Report isannexed as Annexure 4 with this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT 9 as provided under Section 92 of theCompanies Act 2013 is annexed as Annexure 5 and forms an integral part of thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy:
The Company continuously strives to conserve and optimise energy adopt environmentfriendly practices and employ technology for more efficient operations. Adequate measureshave been implemented to conserve energy with the focus on uses of the conventional andexploring other sources of energy.
The Company sincerely believes in utilizing technology to improve productivityefficiency and quality of its business operations and working environment. The Company isincurring 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 62.84 lakh
PARTICULARS OF EMPLOYEES
The statements containing particulars of employees as required pursuant to Section 197of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of
Managerial Personnel) Rules 2014 is annexed as Annexure 6 and forms part of thisReport.
ENViRONMENT aNd SafETy
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
As required by the Sexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013 the Company has formulated a policyon prevention of sexual harassment at the workplace with a mechanism of lodgingcomplaints. During the year under review no complaints were reported to the Board.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedication of its employeesin all areas of its business. The Company has a structured induction process at alllocations and development programs to upgrade skills of managers.
The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a critical pillar to support theorganization's growth and its sustainability in the long run.
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the financial year2016-17:
Deposits covered under Chapter V of the Companies Act
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 anyscheme.
The Company does not have any Employees' Stock Option
The Company does not have any scheme of provision of money for the purchase of its ownshares 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 SubsidiaryCompany.
No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
The Board of Directors of the Company expresses its sincere appreciation for thecontinuous assistance and co-operation received from the Banks Government AuthoritiesCustomers and Shareholders. The Directors also wish to place on record their appreciationfor the committed services by the Company's employees at all levels.
| ||On behalf of the Board of Directors |
| ||Shantilal Mehta |
| ||Chairman and Managing Director |
|Navi Mumbai May 29 2017 ||DIN: 00134162 |