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Kesar Terminals & Infrastructure Ltd.

BSE: 533289 Sector: Others
NSE: KTIL ISIN Code: INE096L01025
BSE 00:00 | 30 Jul 59.35 -0.30






NSE 05:30 | 01 Jan Kesar Terminals & Infrastructure Ltd
OPEN 61.00
52-Week high 73.80
52-Week low 23.65
P/E 5.49
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 61.00
CLOSE 59.65
52-Week high 73.80
52-Week low 23.65
P/E 5.49
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kesar Terminals & Infrastructure Ltd. (KTIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present to you the 12th AnnualReport and the Audited Statement of Accounts of the Company for the year ended 31st March2020.


Particular (Rs in Lakhs)
2019-20 2018-19
Total Revenue 4111.49 4049.04
Profit before interest depreciation & taxation 2606.81 2184.31
Less: Interest and Finance Charges 684.17 114.68
Profit before Depreciation & taxation 1922.64 2069.63
Less: Depreciation 345.43 163.42
Profit before tax 1577.21 1906.21
Less: Provision for Taxation
(i) Income Tax - Current # 134.21 237.88
(ii) Income Tax - Deferred 29.66 (178.74)
Profit after tax 1413.34 1847.07
Other Comprehensive Income (6.28) 0.30
Profit including Other Comprehensive Income 1407.06 1847.37

# Net of prior period tax provision written back Rs 190.79 lakhs (Lastyear Rs 185.12 lakhs)

For the year 2019-20 profit before interest depreciation & taxationis 2606.81 lakhs as against 2184.31 lakhs in the previous year.

For the year 2019-20 there is a profit after tax of Rs 1407.06 lakhsas against Rs 1847.37 lakhs in the previous year.


The Terminals at Kandla continued to operate during the lockdown periodwith minimum staff except 2/3 days stoppage initially on loading due to curfew. RegisteredOffice Mumbai has adopted work from home policy during the lockdown period. All safetyprotocols related to Covid-19 as advised by the government are being implemented likethermal scanning/ Sanitization/ PPE/ Social Distancing at the work place. Collections fromDebtors have fallen significantly during the lockdown period leading to significantincrease in debtors/ receivables. Debtors which are normally in the range of Rs 425 lakhshave increased to Rs 650 lakhs. Hence the liquidity position to that extent is affected.There is no material impact on profitability of the Company due to Covid-19 for theFinancial Year 2019-20.


The Board of Directors of the Company at its meeting held on 12thMarch 2020 had declared an Interim Dividend of Rs 1.25 per share of the Face Value of Rs5/- each on 10926475 Equity Shares (i.e. 25%). Total outgo on the Interim Dividend wasRs 16465563 (including Dividend Tax of Rs 2807469).

The Board of Directors recommends the above-referred interim dividendas final dividend for the year ended 31st March 2020 for consideration of theshareholders at the ensuing annual general meeting.


The Board of Directors have decided to transfer Rs 10 Cores of profitsfor Financial Year 2019-20 to the General Reserve of the Company.


During the year under review your Company achieved a turnover of Rs3747.81 lakhs as against Rs 3700.77 lakhs in the previous year. There is no change inthe nature of the Business of the Company.


The Company has managed to achieve 1.5% higher revenue during 2019-2020compared to last year in spite of fierce price competition and addition of new storageTerminals at Kandla. It is expected that the Company would strive to achieve betterrevenues during the coming year however the development of better infrastructure andreduced demurrages at nearby Ports like Mundra / Hazira may affect the business of theCompany. Further the uncertainty in respect of lease rentals payable to Kandla Port islikely to continue to affect the bottom line.


The Company has plans to develop liquid storage tanks on the east coastof India. However presently the import of chemicals is very low at Kakinada and all theexisting terminals are basically dependent on Nyara Energy & Reliance for storage ofPetroleum products. We are keeping a close watch on the developments at the east coastparticularly at Kakinada and would like to kick off the development at the opportune time.At Pipavav at present the viability of a new liquid terminal is not there and thereforewe are contemplating to go for warehousing for storage of dry cargo or paid parking etc.


The Company has a wholly owned subsidiary -Kesar Multimodal LogisticsLtd. (KMLL). There has been no material change in the nature of the business of thesubsidiaries. The Annual Accounts of the Subsidiary Company is also available at thewebsite of the Company

The Company has adopted a Policy for determining Material Subsidiariesin terms of Regulation 16(1) (c) of the Listing Regulations.

The Policy as approved by the Board is uploaded on the Company'swebsite at

During the year under review no Company has become or ceased to be asubsidiary of the Company. The Company does not have any associate or joint venturecompany. A report on the financial position of the subsidiary Company as per the CompaniesAct 2013 ('the Act') is provided in Form AOC-1 attached to the financial statements.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and itssubsidiary prepared in accordance with Indian Accounting Standards notified under theCompanies (Indian Accounting Standards) Rules 2015 ('Ind AS') form part of the AnnualReport and are reflected in the Consolidated Financial Statements of the Company.

Composite Logistics Hub Project of the Wholly-Owned Subsidiary Company

During the year the rake movement was badly affected due to floods inthis area just before harvesting of the kharif crop. It actually reduced the yield &quality of Soyabeen & Maize up to 50 % which affected the running of DOCfactories at Itarsi and the outward movement of rakes. Similarly due to poor quality ofmaize the end buyers didn't purchase the required quantities from this area which alsoaffected the rake movements. Lastly the wheat Cargo movement got affected due to very lowOMSS sale by FCI as the floor price was kept high and traders were not getting that pricefrom their end buyers. The Pandemic situation during March'20 due to Covid-19 furtheraggravated the rake & road transport movements. The above factors affected the rakemovements heavily and therefore only 69 rakes could be achieved during the year. Theinward container movements also reduced during the year due to low demand of jute bags byMP Civil Supplies from West Bengal. However increase in the rake movements during 2020-21is expected due to FCI rakes. KMLL is also liaisoning with various cement / fertilizercompanies for inward movement of their rakes at it's site.

The cold storage business also got hugely affected during March'20 dueto non-movement of transports etc. However it resulted in to more storage of applegrapes & egg as the retail sales took a hit in the area. The EXIM business preparationis now in the final stage as KMLL has tied up with DLI- Gurgaon as Container TrainOperator.

KMLL has incurred substantial losses during the financial years ended31.03.2019 & 31.03.2020. Originally the Project was conceived with Term Loans from 3Banks and the Promoters contribution (the Company). Further the scope of the projectincreased due to the 2 way rail connectivity and certain changes prescribed by theRailways which included more safety features which resulted in the increase in the costof the project from about Rs 14867 lakhs to about Rs 21992 lakhs. The revised means offinancing envisaged additional contribution from the Promoter of about Rs 2591 lakhs andadditional debt of around Rs 4534 lakhs. Two of the 3 Banks reappraised the project andsanctioned their share of additional loans of Rs 3390 lakhs. However one Bank did notsanction its share of Rs 1144 lakhs. Consequently the two Banks did not disburse eventheir share of the sanctioned term loan of Rs 3390 lakhs which is not in accordance withthe RBI Guidelines on Consortium lending as a result of which KMLL had to complete therequisite work with the additional funds inducted by the Company. Thus slow pick up ofthe business and funding gap created by non sanction of the additional term loans by oneBank resulted in a shortage of funds. There was overdue of interest and principal amountstowards the Banks of KMLL. Consequently KMLL had requested its Banks to restructure theTerm Loans. In the Consortium meeting held on 20.11.2017 the Banks had invoked StrategicDebt Restructuring (SDR) wherein a part of the Term Loans were to be converted into equityshare capital so that the Banks hold 51% of KMLL's shares post conversion. Later in theConsortium meeting held on 17.01.2018 the Banks had confirmed that the SDR had beenapproved by the respective competent authorities of the majority of the Banks. HoweverReserve Bank of India [RBI] vide its circular dated 12.02.2018 withdrew the SDR Schemewith immediate effect and accordingly the account of KMLL had been classified asNon-Performing Asset [NPA] thereafter Dena Bank has recalled the loans from KMLL andinvoked the Corporate Guarantee given by the Company which has been contested by theCompany.

KMLL had filed a Special Leave Petition (SLP) with the Hon'ble SupremeCourt of India against the applicability of the said RBI circular and the Hon'ble SupremeCourt of India has on 02.04.2019 quashed the impugned Circular dated 12.02.2018 issuedby RBI being ultravires section 35AA of the Banking Regulation Act as such all the actionstaken under the said circular including actions by which the Insolvency Code has beentriggered must fall along with the said Circular.

Dena Bank had filed against KMLL and the Company separate petitionsunder the Insolvency and Bankruptcy Code (IBC) 2016 in National Company Law Tribunal(NcLT) Mumbai on 30.10.2018. Out of that the petition filed against the Company wasdismissed by NCLT on 29.07.2019 in view of the judgement passed by the Hon'ble SupremeCourt vide Order dated 02.04.2019 in Dharani Sugars and Chemicals Ltd. vs. Union of Indiaand others along with which Special Leave Petition of KMLL vs. RBI and others was taggedand disposed off. Similarly NCLT also dismissed the petition filed against KMLL on02.12.2019 on the basis of the above referred order.

Further on 30.04.2019 KMLL has filed a Writ Petition in the Hon'bleHigh Court of Bombay praying for reinstatement of the SDR the outcome of which isawaited.

Highway Roadlines Pvt. Ltd operational creditor of KMLL had filedpetition under IBC code 2016 before the NCLT Mumbai. KMLL is in the process of settlingwith party.

The Management expects a significant improvement in revenues andbusiness of KMLL in the near future. The Company continues to extend its continuousfinancial support to KMLL.


The Authorised Share Capital of the Company is Rs 150000000/-divided into 25000000 Equity Shares of Rs 5/- each aggregating to Rs 125000000 and2500000 Redeemable Preference Shares of Rs 10/- each aggregating to Rs 25000000. ThePaid up Share Capital of the Company is 10926475 Equity Shares of Rs 5/- eachaggregating to Rs 54632375.


During the year under review 5 Board Meetings and 5 Audit CommitteeMeetings were held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

As on 31st March 2020 Audit Committee of the Board of Directorscomprised of five members including four Independent Directors.

During the year under review there were no instances whererecommendations of the Audit Committee were not accepted by the Board.


Pursuant to the requirement of Section 134(3)(c) of the Companies Act2013 the Board of Directors to the best of their knowledge hereby state that:

(i) in preparation of the annual accounts for the financial year endedon 31st March 2020 the applicable accounting standards have been followed along withproper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit for that period;

(iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the annual accounts for the financialyear ended on 31st March 2020 on a going concern basis; and

(v) the Directors have Iaid down proper internal financial controls inplace and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.


Shri J K Devgupta reappointed as Non Executive Director of the Companyat the 11th Annual General meeting held on 19th September 2019. In accordance with theprovisions of Section 152 of the Companies Act 2013 Shri J K Devgupta Non ExecutiveDirector retires by rotation as Director at the ensuing AGM and being eligible offershimself for re-appointment. As per the SEBI (LODR) Regulations 2015 a brief profile ofShri J K Devgupta retiring by rotation forms part of the Notice of the 12th AGM. The Boardrecommends his re-appointment.

Shri A S Ruia Shri J N Godbole and Shri R S Loona were reappointed asIndependent Directors at the 11th Annual General Meeting held on 19th September 2019 fora second term of five years and accordingly they will hold office up to the conclusion of16th Annual General Meeting of the Company. The Board is of the view that all theIndependent director have necessary integrity expertise and experience.

The Board has on the recommendations of the Nomination and RemunerationCommittee and subject to approval of members at the ensuing Annual General Meetingapproved the following:

• Additional Remuneration to Shri H R Kilachand for the FinancialYear 2019-20.

• Increase in overall Managerial Remuneration limit under section197(1) of Companies Act 2013.

• Increase in the remuneration payable to Shri H R Kilachand forthe remaining term of his appointment w.e.f. 01.04.2020 till 19.12.2020.

• Reappointment of Shri H R Kilachand as a Whole-Time Directordesignated as 'Executive Chairman Rs for further term of 3 years w.e.f. 20.12.2020 upto19.12.2023.

Brief profile of the Shri H R Kilachand form part of the explanatorystatement annexed to the Notice of the 12th AGM and respective resolutions are recommendedfor your approval.

Declarations by Independent Directors

All Independent Directors have given their declaration that they meetthe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce). In terms of Regulation 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties.

Performance Evaluation:

The Nomination and Remuneration Committee of the Board of Directors ofthe Company have laid down criteria for performance evaluation of the Board of Directorsincluding Independent Directors. Pursuant to the requirement of the Companies Act 2013the SEBI Listing Regulations and considering criteria specified in the SEBI Guidance Noteon Board Evaluation the Board has carried out the annual performance evaluation of theentire Board Committee and all the Directors based on the parameters as detailed in theReport on Corporate Governance forming part of this Annual Report. The parameters ofperformance evaluation were circulated to the Directors in the form of questionnaire.

The performance evaluation of the non-independent Directors viz. theExecutive Chairman Non Executive Director and the Board as a whole was carried out by theIndependent Directors at their separate meeting held on 13th February 2020.

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and 203 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Shri Vipul Doshi Chief Financial Officer Shri Navlesh Kumar Chief ExecutiveOfficer and Mrs. Sarika Singh Company Secretary & Compliance Officer are the KeyManagerial Personnel ('KMP') of your Company.

Nomination and Remuneration Policy

The Board has framed a Policy for selection and appointment ofDirectors Senior Management and their remuneration. The salient features of the Policyand changes therein are set out in the Corporate Governance Report which forms

part of this Annual Report. The details of the Nomination &Remuneration Policy are available on the website: www.

Familiarisation Programme

Pursuant to the provisions of Regulation 25 of the SEBI (LODR)Regulations 2015 the Company has formulated a program for familiarizing the IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company etc. throughvarious initiatives. The details of the aforementioned programme are available at theCompany's website: https://www. policies.


Company has formulated a policy on related party transactions which wasrevised in line with the amendments to the Listing Regulations. The Policy as approved bythe Board is uploaded on the Company's website: www. kesarinfra. com/policies.

All Related Party Transactions are placed before the Audit Committee/Board as applicable for their approval. Omnibus approvals are taken for the transactionswhich are repetitive in nature. A quarterly statement of all Related Party Transactions isplaced before the Audit Committee for review at every meeting specifying the naturevalue and terms and conditions of the transactions.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 there are no related party transactions that arerequired to be reported under Section 188(1) of the Act as prescribed in Form AOC-2.


Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to thefinancial statements.


Pursuant to the provision of Section 92 of the Companies Act 2013 anextract of the Annual Return is annexed as Annexure 'A Rs to this report. The same is alsoavailable on Company's website:


There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.


There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear to which the financial statements relate and the date of this Report.


The internal financial control system of the Company is supplementedwith internal audits regular reviews by the management and checks by external auditors.The Audit Committee monitors this system and ensures adequacy of the same. The StatutoryAuditors of the Company also provides their opinion on the internal financial controlframework of the Company.


The Board of Directors of the Company has constituted a Risk ManagementCommittee to monitor and review the risk management plan including functions related tocyber security assess the risks and measures to mitigate the risks.


The maintenance of cost records for the services rendered by theCompany is not required pursuant to Section 148 (1) of the Companies Act 2013 read withRule 3 of the Companies (Cost Records and Audit) Rules 2014.


The Management Discussion & Analysis Report is annexed and formspart of this Annual Report. Pursuant to Regulation 34(3) of the Listing RegulationsCorporate Governance Report containing the details as required under Schedule (V) (C) ofthe said Regulations along with a certificate from the Secretarial Auditors of the Companyconfirming the compliance of the conditions of corporate governance by the Company asrequired under Schedule (V) (E) of the said Regulations is annexed hereto and forms anintegral part of this Report.


In terms of the Listing Regulations the certificate as prescribed inPart B of Schedule II of the said Regulations has been obtained from Shri Navlesh KumarChief Executive Officer and Shri V J Doshi Chief Financial Officer for the financialyear 2019-20 with regard to the financial statements and other matters. The saidcertificate forms part of the report on Corporate Governance.


In compliance with the SEBI regulation on prevention of InsiderTrading your Company has framed a comprehensive code which lays down guidelines andadvises the Directors and designated employees of the Company on procedures to be followedand disclosures to be made while dealing in securities of the Company. During the yearunder review the Company adopted Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information and the Code of Conduct for Prohibition of InsiderTrading in accordance with SEBI (Prohibition of Insider Trading) Regulations 2015.


The Company has complied with the provisions relating to theconstitution of the Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.The Company has constituted anInternal Complaint Committee (ICC) for prevention and redressal of complaints/ grievanceson the sexual harassment of women at work places.

The Company has not received any complaint of sexual harassment duringthe financial year 2019-20.


The particulars under Section 134(3)(m) of the Companies Act 2013 withrespect to conservation of energy technology absorption is not applicable to the Company.During the year under review there were no foreign Exchange Earnings (Previous year Nil)and Foreign Exchange Outgo stood at Rs 3039210/- (Previous Year Rs 1391033/-).


The Company has taken adequate insurance for all its properties.


As per the Companies Act 2013 the Company has not taken deposits interms of Section 73 of the Act.


Statutory Auditors and Statutory Audit Report

Pursuant to Section 139 and other applicable provision of the CompaniesAct 2013 the members at the 11th Annual General Meeting held on 19th September 2019appointed M/s. Chandabhoy & Jassoobhoy Chartered Accountants as Statutory Auditor ofthe Company to hold office for a term of 5 years i.e. from the conclusion of 11th AGM tillthe conclusion of 16th AGM (to be held during calendar year 2024).

No frauds have been reported by the Statutory Auditors during thefinancial year 2019-20 pursuant to the provisions of Section 143(12) of the Companies Act2013.

The reports of the Statutory Auditors on Standalone and ConsolidatedInd AS Financial Statements forms part of this Annual Report. The Auditors Rs Report doesnot contain any qualification reservation and adverse remark.

Internal Auditors

The Company has an adequate Internal Control System. All transactionsare properly authorized recorded and reported to the Management.

The Company had appointed M/s. Ashok Jayesh & Co. CharteredAccountants as its Internal Auditors in accordance with the provisions of Section 138(1)of the Companies Act 2013 for the Financial Year 2019-20. The Audit Committee reviews theobservations made by the Internal Auditors in their Report on half yearly basis.

Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Ragini Chokshi & Co. Practicing

Company Secretaries to undertake the Secretarial Audit of the Companyfor the Financial Year 2019-20. There are no qualifications reservations adverse remarksor disclaimers made by Secretarial Auditors in their Audit Report.

The Secretarial Audit Report for the financial year ended 31st March2020 is set out in Annexure 'B Rs to this Report.


The Company has complied with the applicable Secretarial Standards i.e.SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetingsrespectively.


The Board of Directors had approved the proposal for the Delisting ofthe Equity shares of the Company from the National Stock Exchange of the India (NSE) on08.11.2019 without giving exit opportunity to the existing shareholders of the Company.The NSE approval for delisting was received on 16.12.2019. The shares of the Companydelisted w.e.f. 07.01.2020 from NSE. The Company's Equity shares continued to remainlisted with the BSE limited (BSE) only.


The Whistle Blower Policy of the Company adopted by the Boardprovides mechanism to its directors employees and other stakeholders to raise concernsabout any violation of legal or regulatory requirements misrepresentation of anyfinancial statement and to report actual or suspected fraud or violation of the Code ofConduct of the Company.

The Policy allows the whistleblowers to have direct access to theChairman of the Audit Committee in exceptional circumstances and also protects them fromany kind of discrimination or harassment. The Whistle Blower Policy of the Company can beaccessed at the website:


Pursuant to the provisions of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 'CorporateSocial Responsibility Policy Rs as approved by the Board is uploaded on the website:

The composition and functions of the CSR Committee has been detailed inthe Corporate Governance Report. The Company has undertaken CSR activities in accordancewith Schedule VII of the Companies Act 2013. The Annual Report on CSR activities isannexed herewith as Annexure 'C'.


Relation with the employees remained cordial throughout the year. YourDirectors place on record their sincere appreciation for the excellent spirit andcommendable progress showcased by the entire team of the Company working at its Terminalsand Offices.

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees on the payroll of the Companyin India is provided as Annexure- "D" which forms part of this report.

The information required pursuant to Section 197 read with Rule5(2)&(3) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request.


Your Directors wish to place on record their grateful appreciation forthe assistance and co-operation extended by the Banks Financial Institutions Customersand the wholehearted support extended by the shareholders and Employees of the Companyduring the year.

For and on behalf of the Board of Directors
H R Kilachand
Executive Chairman
Place: Mumbai