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Navkar Corporation Ltd.

BSE: 539332 Sector: Others
BSE 10:38 | 05 Mar 42.55 -0.30






NSE 10:29 | 05 Mar 42.65 -0.30






OPEN 43.85
VOLUME 18838
52-Week high 49.35
52-Week low 13.20
P/E 38.33
Mkt Cap.(Rs cr) 640
Buy Price 42.50
Buy Qty 440.00
Sell Price 42.60
Sell Qty 497.00
OPEN 43.85
CLOSE 42.85
VOLUME 18838
52-Week high 49.35
52-Week low 13.20
P/E 38.33
Mkt Cap.(Rs cr) 640
Buy Price 42.50
Buy Qty 440.00
Sell Price 42.60
Sell Qty 497.00

Navkar Corporation Ltd. (NAVKARCORP) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the Eleventh Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe Financial Year ended March 31 2019.

Particulars FY 2018-19 FY2017-18
Revenue from Operations 48258.39 42817.36
Other Income 123.75 295.27
Total Revenue 48382.14 43112.63
Less: Expenses 41511.58 30274.29
Profit Before Tax 6870.56 12838.34
Less: Tax Expenses 1588.63 2746.57
Profit for the Year 5281.93 10091.77
Other Comprehensive Income for the year (net of taxes) 5.86 12.49
Total Comprehensive Income for the year 5287.79 10104.26

Pursuant to the provisions of the Companies Act 2013 read with rules framedthereunder the Financial Statements of the Company have been prepared in accordance withthe Indian Accounting Standards ("Ind AS") notified under the Companies (IndianAccounting Standards) Rules 2015 as amended from time to time.


The Company has one of the largest Container Freight Stations (CFS) and InlandContainer Depot (ICD). These are key links of International Trades in India. They playessential role in the Indian infrastructure for Cargo Handling and Transportation. TheCompany has three Container Freight Stations (CFS) two at Ajivali one at Somathane inPanvel and Inland Container Depot at ICD Tumb. The CFS/ICD segment operations cater to thehandling of import/export cargo warehousing customs clearance and other relatedancillary services.


The Company's total Revenue increased to र 48382.14 lakh as against र 43112.63 lakh inthe previous fiscal year. As a result the Company has posted net profit of र 5281.93 lakhfor FY 2018-19 as compared to the net profit of र 10091.77 lakh for FY 2017-18. EarningsPer Share of the Company have decreased to र 3.51 as compared to र 6.92 in a previousfiscal year. Major reasons for decreased in the profitability is due to increased ofDirect Port Delivery (DPD) Movements depreciation and finance cost. There are no othermaterial changes and commitments affecting the financial position of the Company whichhave occurred between the end of the financial year and date of signing of this report.


National Company Law Tribunal (NCLT) Mumbai Bench sanctioned the Scheme ofAmalgamation of Navkar Terminals Limited ("Transferor Company") into NavkarCorporation Limited ("Transferee Company") and their respective shareholdersvide its order dated March 28 2018. The certified true copy of the NCLT Order was filedwith Registrar of Companies on May 11 2018. Consequent upon the Scheme became effectivefrom May 11 2018.

Increase in Authorised Share Capital consequent to the above mentioned scheme ofAmalgamation

In order to give effect to the Scheme of Amalgamation with Navkar Terminals LimitedAuthorised Share Capital of your Company was increased from र 1700000000/ (Rupees OneHundred and Seventy Crore only) comprising 165000000 Equity Shares of face value of '10/-(Rupees Ten Only) and 5000000 0% Cumulative Redeemable Preference Shares of facevalue of र 10/-(Rupees Ten Only) to र 2260000000/- (Rupees Two Hundred Twenty SixCrore Only) divided into 215000000 (Twenty One Crore Fifty Lakh) Equity Shares of '10/- (Rupees Ten Only) each 5000000 (Fifty Lakh) 0% Cumulative Redeemable PreferenceShares of र 10/- (Rupees Ten Only) each and 600000 (Six Lakh) 6% Cumulative RedeemablePreference Shares of र 100/- (Rupees One Hundred Only) each.

Increase in Paid up Share Capital consequent to the above mentioned Scheme ofAmalgamation.

Your Company has issued and allotted 99790 (Ninety Nine Thousand Seven Hundred andNinety) 6% Cumulative Redeemable Preference Shares of र 100/- each to PreferenceShareholders of Transferor Company on such terms and conditions as mentioned in theapproved Scheme.

Further the issued subscribed and paid up share capital of your Company stood at '1538170810 /- (Rupees One Hundred Fifty Three Crore Eighty One Lakh Seventy ThousandEight Hundred Ten Only) divided into 150519181 (Fifteen Crore Five Lakhs NineteenThousand One Hundred Eighty One) Equity Shares of र 10/- (Rupees Ten Only ) each2300000 (Twenty Three Lakh) 0% cumulative Redeemable Preference Shares of र 10/- (RupeesTen Only) each and 99790 (Ninety Nine Thousand Seven Hundred Ninety) 6% CumulativeRedeemable Preference Shares of र 100/- (Rupees One Hundred Only).


With a view to conserve the resources for current as well as future businessrequirements and expansion plans your Board is of the view that the current year's profitbe ploughed back into the operations and hence no dividend is recommended for thefinancial year ended March 312019.

As per Regulation 43 A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulatedDividend Distribution Policy taking into account the parameters prescribed in the saidRegulations. The Dividend Distribution Policy is available on Company's website at download/policies/Dividend-Distribution-Policy.pdf

The details of reserves and surplus are provided in note no 19 of the notes to thefinancial statement.


The Company has received the following awards and recognitions during the financialyear 2018-19:

1. CFS of the Year 2018 - Awarded CFS of the Year Award at the 3rd Edition of the IndiaMaritime Awards organized by Daily Shipping Times at St. Regis Mumbai on Friday June 222018. This award was received for integrated performance by a Container Freight Stationserving a major port. It is held by Daily Shipping Times each year.

2. CFS of the Year 2018 - Navkar was awarded the "CFS Operator of the Year"for all round performance of a Container Freight Station at a specific location at the9th Edition of MALA AWARDS (Maritime and Logistics Awards) 2018 held on Friday 31stAugust 2018 in Mumbai.

3. CFS of the Year (Specific) 2018- This award was received on 5th Dec 2018 (at SaharaStar Hotel) at the SIXTH SAMUDRA MANTHAN AWARDS 2018. This award given to a ContainerFreight Station based upon its growth and volume during the financial Year. It isorganized by Bhandarkar Publications.

4. CFS of the Year - 2019 - The award was received on Feb 18 2019 at the Park HotelNew Delhi at the 9th Annual Supply Chain & Logistics Summit & Excellence Awards2019. It was held and organized by the Indian Chamber of Commerce (of Kolkata) which isthe oldest chamber of commerce in India.


The Company has received credit rating from India Ratings & Research (Ind-Ra) whichdenotes high degree of safety regarding timely servicing of financial obligation. TheCompany has received the following credit ratings for its Term Loan and Cash Creditfacilities on March 14 2019.

Instrument Type Size of Issue (Million) Rating / Outlook Rating Action
Term Loan INR 3060 IND A/Stable Assigned
Cash Credit Facilities INR 300 IND A/Stable/ IND A1 Assigned


During the year under review the Company has not accepted any deposits from the publicfalling within the meaning of Sections 73 and 76 of the Act and the Rules framedthereunder.


Management Discussion and Analysis Report for the financial year 2018-19 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.


Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

A separate section on the Corporate Governance together with requisite certificateobtained from the M/s. HS Associates Practicing Company Secretaries confirmingcompliance with the provisions of Corporate Governance as stipulated in Regulation 34 readalong with Schedule V of the Listing Regulations is included in the Annual Report.


During the period under review your company has no subsidiary joint venture andassociate Company.


The composition of the Board is in conformity with Section 149 of the Companies Act2013 and Regulation 17 of the SEBI Listing Regulations which stipulates that the Boardshould have optimum combination of Executive and Non-executive Directors with at least oneIndependent Woman Director and at least 50% of the Board should consist of Independentdirectors as the Chairman of our Board is an Executive Director.

As on March 31 2019 the Board of Directors of the Company Comprises 3 (Three)Executive Directors and 3 (Three) NonExecutive Independent Directors including one WomanDirector.

Directors retiring by rotation

In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Nemichand J Mehta (DIN 01131811) retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment. AccordinglyBoard recommends his reappointment.

Appointment of Whole time Director

To comply with amended regulation 17 of SEBI (LODR) Regulation 2015 and based on therecommendation of Nomination and Remuneration Committee Board at its meeting held onMarch 30 2019 appointed Capt. Dinesh Gautama as a Whole time Director for a period of 3(Three) years w.e.f. March 30 2019 on such terms and conditions as detailed in the Noticeof the Annual General Meeting subject to approval of shareholders. Accordingly Boardrecommends his appointment.

Brief profile of Directors seeking appointment or re-appointment detailed in theNotice convening the 11th AGM.

Resignation of Director

During the year under review the Company has received resignation of Mr. LalitMenghnani (DIN 06614582) Independent Director of the Company w.e.f. May 25 2018. TheBoard at the meeting held on June 21 2018 noted his resignation and placed on record itsappreciation for his support and invaluable contribution in the functioning of the Board.

Mr. Sandeep Kumar Singh (DIN 02814440) was appointed as Non-executive- IndependentDirector by the Board of Directors w.e.f. August 23 2018 further his appointmentregularized and approved in last Annual General Meeting.

Key Managerial Personnel of the Company as on March 31 2019 are as follows;

Mr. Shantilal J Mehta - Chairman and Managing Director
Mr. Nemichand J Mehta - Whole time Director
Capt. Dinesh Gautama - Whole time Director & Chief Executive Officer
Mr. Anish Maheshwari - Chief Financial Officer
Ms. Deepa Gehani - Company Secretary & Compliance Officer


Independent Director have given written declarations to the Company confirming thatthey meets the criteria of independence as mentioned under Section 149(6) of the Act andRegulation 16(1)(b) of SEBI LODR Regulations.


Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theannual performance of the Board its Committees Chairperson and Individual Directorsincluding Independent Directors was evaluated as per the criteria laid down by theNomination and Remuneration Committee. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report which forms part of this AnnualReport.


During the year Seven (07) Board Meetings were held details of which are provided inthe Corporate Governance Report. The intervening gap between the Meetings was incompliance with the requirements stipulated under the provisions of the Companies Act2013.

1 (One) separate meeting of the Independent Directors of the Company was held on May21 2018 in accordance with the provisions of the Schedule IV of the Companies Act 2013.


In order to strengthen its functioning the Board of Directors has constituted thefollowing committees as per the requirement of the Companies Act 2013 and SEBI (LODR)Regulation 2015 as amended from time to time

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance and Operation Committee

Details of compositions meetings terms of reference of the Committees and attendanceof the Committee Members at each of the Meetings are given in the 'Report on CorporateGovernance' of the Company which forms part of this Report.


Composition of the Audit Committee meets the requirement of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. As on March 31 2019 the Composition of the committee isas under:

Mr. Ashok Kumar Thakur - Chairman (Independent Director)

Ms. Pooja H. Goyal - Member (Independent Director)

Mr. Nemichand J. Mehta - Member (Whole time Director)

During the period under review there were no instances of nonacceptance of anyrecommendation of the Audit Committee of the Company by the Board of Directors.


In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) The Directors have 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 312019 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; and

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.

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.


Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the same and the work performed by the internal auditorsstatutory auditors and the reviews performed by top management team and the AuditCommittee your Directors are of the opinion that your Company's Internal FinancialControls were adequate and effective during the financial year 2018-19.

Further the statutory auditors of your company have also issued a report on internalcontrol over financial reporting (as defined in section 143 of Companies Act 2013) forthe financial year ended March 31 2019 which forms part to the Statutory AuditorsReport.


The Company has long been following the principle of risk minimization as is the normin every industry it has now become a compulsion.

Therefore the Board members were regularly informed about risk assessment andminimization procedures after which the board formally adopted steps for framingimplementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to risk management to guide decisions onrisk related issues. The Audit Committee has additional oversight in the area of thefinancial risk and controls.

Pursuant to the provision of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with respect to the formation of the Risk ManagementCommittee is not applicable to your Company.


The Company has in place a Policy for Prevention Prohibition and Punishment of SexualHarassment of Women at Work place in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee has been set up to redress complaints received regarding sexualharassment. All employees are covered under this policy. During the year under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

No. of complaints filed during the year No. of complaints disposed off during the year No. of complaints pending
Nil Nil Nil


As per provisions of Section 177 of the Companies Act 2013 and applicable Rules framedthereunder the Company has established a vigil mechanism in form of Whistle Blower Policyfor Directors and employees to report their genuine concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct or ethics policydetails of which are provided in the Corporate Governance Report which forms part of theAnnual Report. The policy has been placed on the website of the Company.

The Policy provides for adequate safeguards against victimization ofDirectors/employees who avail of the mechanism and also provides for direct access to theChairman of the Audit Committee. During the FY 2018-19 the Company has not received anycomplaints through vigil mechanism.

The Whistle Blower Policy is available on the Company's website at the link i.e.


The Current policy is to have an appropriate proportion of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2019 the Board consists of six membersincluding a managing director whole time director and three are independent directors.The Company has framed a Nomination Remuneration and Evaluation Policy.

The information with respect to the Company's policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (4) of section 178and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is available on the Company's website at the link i.e.


As required under the provisions of the Section 135 of the Companies Act 2013 theBoard has constituted the Corporate Social Responsibility Committee which monitors andoversees various CSR initiatives and activities of the Company. The Committee comprisesthree directors with Non-Executive- Independent Director as its Chairperson. Furtherdetails such as composition terms functions meetings and attendance of directors of thesaid committee are provided in the Corporate Governance Report forming part of this AnnualReport.

The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure 1 and forms an integralpart of this Report. Policy on Corporate Social Responsibility is available on theCompany's website at the link policies/CSR-Policy.pdf


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.


All related party transactions that were entered into during the Financial Year 2018-19were on arm's length basis and in compliance of applicable provisions of Companies Act2013 and SEBI (LODR) Regulations 2015. These transactions were placed before the AuditCommittee and Board of Directors for approval and noting on quarterly basis. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

Prior omnibus approval was obtained for annual transactions which are of recurringnature. A statement containing details of all transactions entered into pursuant toomnibus approval are placed before the Audit Committee and the Board for review andapproval on a quarterly basis.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) read with section 134(1 )(h) and applicable rules of the Companies Act2013 are provided in the prescribed form AOC-2 as Annexure 2 which forms part ofthis Report.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors of the Company can be viewed on thewebsite of the Company through the link:


M/s. S. K. Patodia & Associates Chartered Accountants (Firm Registration No.:112723W) will complete their present term at the conclusion of the ensuing AGM of theCompany.

The Board on the recommendation of the Audit Committee recommended for the approval ofmembers appointment of Uttam Abuwala & Co. Chartered Accountants (fRN :111184W) as theStatutory Auditors of the Company for a period of 5 (five) consecutive years from theconclusion of the ensuing AGM till the conclusion of the 16th AGM of the Company to beheld in the year 2024. On the recommendation of the Audit Committee the Board alsorecommended for the approval of the Members the remuneration of Uttam Abuwala & Co.Appropriate resolution seeking your approval to the appointment and remuneration of UttamAbuwala & Co. as the Statutory Auditors is appearing in the Notice convening the 11thAGM of the Company.

The Notes 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. SecretarialAuditor

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. HS Associates a Firm of Practicing Company Secretaries to undertake theSecretarial Audit of the Company for FY 2018-19. The Secretarial Audit report is annexedherewith as Annexure 3.

The Firm (HS Associates) has undertaken an audit for the financial year 2018-19pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated 08th February 2019 for allapplicable compliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has beensubmitted to the stock exchanges within 60 days of the end of the financial year.

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

Secretarial Standards

During the period under review the Company has complied with the all applicableSecretarial Standards i.e. SS1 and SS2 relating to meetings of Board of Directors andGeneral Meetings respectively issued by the Institute of Company Secretaries of India.

Cost Auditors

In terms of rule 8 of the Companies (Accounts) Amendments Rules 2018 read with section148 of the Companies Act 2013 the central Government has not specified maintenance ofCost records for your company.


Extract of the Annual Return in form MGT 9 as provided under Section 92 of theCompanies Act 2013 is Annexed as 4 and forms an integral part of this Report. TheCompany has placed a copy of Annual Return on it's website that can be viewed by followingthe link:


Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption and foreign exchange earning & outgo is given in Annexure5 forms part of this report.


Disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have been annexed as Annexure6 to this Report.

In terms of Section 136 (1) of the Act the Annual Report and the Audited FinancialStatements are being sent to the Members and others entitled thereto. The said statementis also available for inspection by the Members at the Registered Office of the Companyduring business hours on working days up to the date of the ensuing AGM.


Your Company is committed to make surrounding atmosphere at it's all CFS and ICD fullof fresh air and greenery. In its efforts huge number of trees has been planted at CFSand ICD year on year.

The Company pay special attention to the safety and smooth flow of the containers. Toensure this our processes are designed such that they come built-in with safety features.Right from installing a revolutionary technology like RFID-based container tracking tobasking in the goodwill with shipping lines importers and exporters freight forwardersand custom house agents. The Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances of environmental regulationsand preservation of natural resources. Audit of safety measures taken by the Company isbeing carried out at regular interval.


Human Resources are important assets of the Company. Your Company has adopted employeefriendly HR processes that held to grow and offer them personal developmentalopportunities. The Company's HR policies encourage talent acquisition and retentionprocess ensure transparency and facilitate development building trust and encourage andsupport performance oriented environment. Providing equal opportunities to all employeesand ensuring diversity by creating level playing field for under privileged segments ofthe society through positive actions are the ethos of team building process at Company.Your Company has such policies in place to prevent discrimination sexual harassment andencourage talent.


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 year2018-19:

- 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 Scheme.

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


Your Directors wish to place on records their appreciation for the continuedcooperation and support received from the Government of India Government AuthoritiesBanks Customers and Shareholders during the period under review. Your Directors also wishto place on record their appreciation of the devoted and dedicated services rendered byall employees of the Company.

Place: Navi Mumbai On behalf of the Board of Directors
Date: August 19 2019 Shantilal Mehta
Registered Office: Chairman and Managing Director
205-206 J K Chambers DIN: 00134162
Sector 17Vashi
Navi Mumbai - 400703
Maharashtra India