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Navkar Corporation Ltd.

BSE: 539332 Sector: Others
NSE: NAVKARCORP ISIN Code: INE278M01019
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OPEN 186.90
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VOLUME 3270
52-Week high 246.55
52-Week low 155.00
P/E 28.02
Mkt Cap.(Rs cr) 2,630
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.90
CLOSE 182.95
VOLUME 3270
52-Week high 246.55
52-Week low 155.00
P/E 28.02
Mkt Cap.(Rs cr) 2,630
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Navkar Corporation Ltd. (NAVKARCORP) - Director Report

Company director report

Dear Members

The Directors of the Company are pleased to present the Eighth Annual Report of theCompany together with the audited financial statements for the financial year ended March31 2016.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended March 31 2016 issummarized below:

(Rs. in Crore)
Particulars 2015-16 2014-15
Revenue from Operations 347.26 328.75
Other Income 31.36 3.26
Total Revenue 378.62 332.01
Less: Expenses 255.94 250.64
Profit Before Tax 122.68 81.37
Less: Tax Expenses 19.19 11.70
Profit After Tax 103.49 69.67

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

During the financial year 2015-16 the Company’s total revenues increased by14.04% to Rs. 378.62 Crore as against Rs. 332.01 Crore in the previous fiscal primarilydue to increase in revenue from operations and other income. During the financial year2015-16 the Company’s Profit After Tax increased by 48.54% to Rs. 103.49 Crore asagainst Rs. 69.67 Crore in previous year primarily due to operational efficiency andincrease in other income.

During the financial year 2015-16 revenue from operations increased by 5.63% to Rs.347.26 Crore as against Rs. 328.75

Crore for the financial year 2014-15 primarily on account of increase of 10.89% inrevenues from Cargo Handling Services which constituted 75.68% of total revenue fromoperations for the financial year 2015-16.

During the financial year 2015-16 Other Income was Rs. 31.36 Crore as against Rs.3.26 Crore for the financial year 2014-15.

The increase in Other Income is primarily on account of increase in Interest IncomeProfit on sales of Current Investments and Reversal of provision for diminution in valueof Investment. No material changes and commitments have occurred after the close of thefinancial year 2015-16 till the date of this Report which affect the financial positionof the Company.

PERFORMANCE DURING THE FIRST QUARTER ENDED JUNE 30 2016

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

(Rs. in Crore)
Particulars Standalone Consolidated
Revenue from operations 89.60 90.21
PBT from ordinary activities 29.40 26.24
Other Comprehensive Income (net of Income tax) 0.06 0.06
Net Profit 26.31 23.56

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

AWARDS AND RECOGNITIONS

The Company has received the following awards and recognitions: Container FreightStation Operator of the Year award at the 6th Maritime And Logistics Award (MALA) inSeptember 2015. Container Freight Station of the Year award at the Samudra Manthan Awardin November 2015.

ICC Supply Chain & Logistics Excellence Award 2016 in the category of ContainerFreight Services in March 2016.

Container Freight Station Operator of the Year award by India Maritime Award in June2016.

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 and the capital requirement for ongoingbusiness expansion the Board of Directors do not recommend any dividend on the EquityShares of the Company for the financial year ended March 31 2016.

As per the provisions of Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company 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 2015-16 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.4 of the notes to the financial statement.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2015-16 as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.

SHARE CAPITAL

During the financial year 2015-16 the Company completed its Initial Public Offeringpursuant to which 32903225 equity shares of the Company of Rs. 10 each were allotted ata price of Rs. 155 per equity share. The equity shares of the Company were listed on BSELimited and The National Stock Exchange of India Limited on September 9 2015.

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

As on March 31 2016 utilisation of funds raised through IPO of equity shares is asfollows:

Rs. In Crore
Particulars Amount
Issue Proceeds from fresh issue of 32903225 equity shares 510.00
Less: Issue expenses (including service tax) 31.86
Net Proceeds from IPO 478.14
Less: Utilisation of IPO proceeds upto March 31 2016 197.76
Funds to be Utilised (remain invested in bank current account and deposits) 280.38

Objectwise details of utilisation are as under:

Rs. In Crore
Particulars Proposed amount as per prospectus Revised proposed amount Amount utilised uto March 31 2016 Amount unutilised as on March 31 2016
Capacity enhancement of the Somathane CFS 114.53 79.89 36.21 43.68
Development of the non-notified areas of CFSs 54.25 46.93 19.20 27.73
Establishment of a logistics park at Valsad (near Vapi) 314.56 269.26 67.83 201.43
Repayment of loan - 87.27 74.53 12.74
Total 483.34 483.35 197.77 285.58

The amount pending utilization is kept in Fixed Deposits with

Banks and Monitoring Current Account with HDFC Bank Limited as under:

Rs. In Crore
Particulars Amount
Investments in Fixed Deposits with Banks 279.53
In Monitoring Current Account with HDFC Bank Limited 0.85
Total 280.38

SUBSIDIARY COMPANY

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

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

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

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

A Statement containing the salient features of the financial statements including theperformance and financial position of the Subsidiaries/Joint Ventures/Associates pursuantto the provisions of the Companies Act 2013 is given in the prescribed Form AOC -1 asAnnexure 1 which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129 of the Companies Act 2013 and

Accounting Standard (AS) - 21 the audited consolidated financial statements isprovided in the Annual 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 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

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

(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 andSecretarial Auditors and external consultants including audit of internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed bymanagement and the relevant committees of the Board including the Audit Committee theBoard of Directors of the Company is of the opinion that the Company’s internalfinancial controls were adequate and effective during the financial year 2015-16.

CORPORATE GOVERNANCE REPORT

The Company is strictly complying with the Corporate Governance practices as envisagedin the Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. A report on corporategovernance together with requisite certificate from M/s. HS Associates Practicing CompanySecretaries Mumbai confirming compliance with the conditions of corporate governanceforms part of the 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. During the financial year2015-16 the Company completed its Initial Public Offering. The equity shares of theCompany were listed on BSE Limited and The National Stock Exchange of India Limited onSeptember 9 2015. As on March 31 2016 the Company stands among Top 500 listed companiesin terms of market capitalization. The Company has adopted the Principles to assesscompliance with Environmental Social and Governance Norms and accordingly the BusinessResponsibility Report for the year 2015-16 is attached as part of Annual Report and isalso available on the Company’s website at the link http://www.navkarcfs.com/a/investor-relations.php.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy that outlines 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mrs. Sudha GuptaMr. Lalit Menghnani and Mr. Rameshchandra Purohit were appointed as Independent Directorsat the General Meeting of the Company held on September 30 2014. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe criteria of independence prescribed under the Companies Act 2013 and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and there has been no change in the circumstances which may affect their status asIndependent Director.

Mr. Jayesh Nemichand Mehta has ceased to be Whole-time Director of the Company witheffect from September 1 2016. As on March 31 2016 the Key Managerial Personnel of theCompany under Section 203 of the Companies Act 2013 are Mr. Nemichand Jayavantraj MehtaChief Executive Officer Mr. Anish Maheshwari Chief Financial Officer and Ms. EktaChuglani Company Secretary. There has been no change in the Key Managerial Personnelduring the financial year 2015- 16. Mr. Nemichand Jayavantraj Mehta ceased to be ChiefExecutive Officer with effect from September 1 2016. The Board of Directors has appointedCapt. Dinesh Gautama Whole-time Director as Chief Executive Officer of the Company witheffect from September 1 2016 and designated him as Whole-time Director and ChiefExecutive Officer.

The Company has devised a Policy for performance evaluation of the Board of DirectorsCommittees and other individual Directors (including Independent Directors) which includescriteria for performance evaluation of the Non-executive Directors and ExecutiveDirectors. The evaluation process inter-alia considers attendance of Directors at Board ofDirectors and Committee meetings effective participation domain knowledge compliancewith code of conduct vision and strategy benchmarks established by global peers etc.

The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Committee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

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 summary of the Policy for selection of Directors and determining Directorsindependence; and Remuneration Policy for Directors and Key Managerial Personnel areprovided in the Corporate Governance Section which forms part of this Report and detailedpolicies are available on the Company’s website at the linkhttp://www.navkarcfs.com/a/investor-relations.php.

BOARD MEETING

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

AUDIT COMMITTEE

As on March 31 2016 the Audit Committee comprises Ms. Sudha Gupta (Chairperson) Mr.Rameshchandra Meghraj Purohit (Member) and Mr. Jayesh Nemichand Mehta (Member).

During the financial year 2015-16 there were no instances of non-acceptance of 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 2015-16 the Company has not received any complaint throughVigil Mechanism. The Whistle Blower Policy is available on the Company’s website atthe link http:// www.navkarcfs.com/a/investor-relations.php.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & 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 the link http://www.navkarcfs.com/a/investor-relations.php.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31 2016 the Corporate Social Responsibility Committee comprises Ms. SudhaGupta (Chairperson) Mr. Shantilal Jayavantraj Mehta (Member) and Mr. Jayesh NemichandMehta (Member).

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) activities of the Company are guided by its CSRPolicy 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 theobjects of the Navkar Charitable Trust include eradication of hunger maintenance of homesfor aged and orphans promoting healthcare education and animal welfare. The Companycontributes to the corpus of Navkar Charitable Trust towards the above activities.

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

PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of the Company has approved a policy on related party transactions. Thepolicy on related party transactions has been placed on the Company’s website at thelink 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 theprescribed form AOC-2 as Annexure 3 which forms part of this Report.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

The Statutory Auditors M/s. S. K. Patodia & Associates Chartered Accountants(Firm Registration No.: 112723W) Mumbai were appointed in the Sixth Annual GeneralMeeting held on 11th September 2014 to hold office from the conclusion of the Sixth

Annual General Meeting till the conclusion of Eleventh Annual General Meeting to 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 and that they are not disqualified forre-appointment. As required under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Notes on financialstatements referred to in the Auditors’ Report are self explanatory and do not callfor any further comments. The Auditors’ Report does not contain any qualificationreservation adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. H S Associates Practicing Company Secretaries Mumbai toconduct Secretarial Audit for the financial year 2015-16. 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 is annexed as Annexure 5 with this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The Company continuously strives to conserve and 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.

Technology Absorption:

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) Cranesdevelopment of software’s and networking setup for CFS Operations.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil
Foreign Exchange Outgo : Rs. 29039830/-

PARTICULARS OF EMPLOYEES

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

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

OTHER DISCLOSURES

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 year2015-16:

• Deposits covered under Chapter V of the Companies Act 2013.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.

• The Company does not have any Employees’ Stock Option Scheme.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from its Subsidiary Company.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

The Board of Directors of the Company expresses its sincere appreciation for 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.

On behalf of the Board of Directors
Date : September 1 2016 Shantilal J Mehta
Place : Mumbai Chairman and Managing Director

Annexure - 1

AOC – 1

(Pursuant to first proviso to sub section 129 read with rule 5 of Companies (Accounts)Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures.

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in `)

S. No. Particulars Details
1. Name of the subsidiary Navkar Terminals Limited
2. Reporting period for the subsidiary concerned if different from the holding company’s reporting period N.A.
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A.
4. Share capital 10479000
5. Reserves & surplus 2376621095
6. Total assets 5047480910
7. Total liabilities 2660380815
8. Investments N.A.
9. Turnover NIL
10. Profit before taxation -2329707
11. Provision for taxation -598436
12. Profit after taxation -1731271
13. Proposed Dividend NIL
14. % of shareholding 100%

Notes:

1 Names of subsidiaries which are yet to commence operations: Navkar Terminals Limited

2 Names of subsidiaries which have been liquidated or sold during the year: Nil

3 During the year Company has no associate or Joint venture therefore "PartB" is not applicable

On behalf of the Board of Directors
Date : September 1 2016 Shantilal J Mehta
Place : Mumbai Chairman and Managing Director

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 including certain arm’slength transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis

S. No. Particulars Details
1. Name(s) of the related party and nature of relationship Mr. Nemichand J Mehta CEO M/s. Arihant Industries Sole proprietorship firm of Mr. Nemichand Mehta CEO of the Company
2. Nature of contracts/ arrangements/transactions Purchase of certain parcel of non – agricultural land Purchase of certain parcel of non – agricultural land.
3. Duration of the contracts / arrangements / transactions One time One time
4. Salient terms of the contracts or arrangements or transactions including the value if any Rs. 387500000 Rs. 303545000
5. Justification for entering into such contracts or arrangements or transactions The Company had entered into a lease agreement with Mr. Nemichand Mehta the owner of one of the above mentioned parcel of land for a term of 10 years with effect from February 15 2015. The Company had been in possession of these parcels since February 15 2015 and had undertaken initial development activities. Same as adjacent
Considering the nature of the business of the Company and the long gestation period of the activities to be carried out on the aforementioned land it was important to ensure continuous and long-term availability of land for the Company.
In light of the above the Board considered it to be beneficial for the Company to purchase the land from Mr. Nemichand Mehta and the adjacent parcel of land from Arihant Industries.
6. Date(s) of approval by the Board January 15 2016 January 15 2016
7. Amount paid as advances if any Nil Nil
8. Date on which the special resolution was passed in general meeting as required under first proviso to section 188 February 20 2016 through Postal Ballot. February 20 2016 through Postal Ballot.

2. Details of material contracts or arrangement or transactions at arm’slength basis

Sr. No. Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value if any Date of approval by the Board Amount paid as advances if any (Rs.)
1. Sidhhartha Corporation Pvt. Ltd. (Enterprise in which key management personnel or their relative have significant influence) Sale of Service One year At market price April 4 2015 2951249