Aegis Logistics Directors Report, Aegis Logistics Reports by Directors
Aegis Logistics
BSE: 500003|NSE: AEGISCHEM|ISIN: INE208C01017|SECTOR: Transport & Logistics
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Directors Report Year End : Mar '13    « Mar 12
 The Directors have pleasure in presenting the 56th Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 March, 2013.
                                           (Rs. in crores)
                              Group Consolidated Company Standalone
                            2012-13   2011-12   2012-13    2011-12
 Revenue from Operation     3981.64   4463.83    383.77    284.30 
 Profit before
 Finance cost 
 (as mentioned below),
 Depreciation and Tax *      134.66    128.58     70.82     69.11 
 Finance Cost
 Interest (Net),
 Hedging Cost & 
 Foreign Exchange 
 Loss (Gain)                  62.39     70.23      5.10      4.25
 Depreciation                 19.06     17.45     11.88     11.35
 Profit before tax            53.21     40.90     53.84     53.51
 Provision for 
 taxation - Current Tax       17.83     18.61     14.96     12.91
 - Deferred                    0.23     (0.09)    (1.19)    (0.45)
 Net Profit after tax         35.15     22.38     40.07     41.05
 Less: Minority Interest       1.55      2.70
 Net Profit for the Year      33.60     19.68     40.07     41.05
 Balance in statement 
 of Profit & Loss            168.98    163.66    181.69    154.99
 Profit available 
 for Appropriations          202.58    183.34    221.76    196.04 
 Less: Appropriations
 Transfer to General 
 Reserves                     (4.01)   (4.11)     (4.01)    (4.10)
 Transfer to Debenture 
 Redemption Reserve                    (2.50)               (2.50) 
 {Rs.1.75 (Previous Year 
 Rs.Nil) per share}          (5.84)               (5.84)
 Corporate Dividend 
 Tax thereon                 (0.02)               (0.02) 
 Corporate Dividend Tax
 on Preference Share
 Dividend declared by a 
 Subsidiary Company          (0.93) 
 Proposed Dividend -
 {Rs.2.25 (Previous Year 
 Rs.2/-) per share}          (7.52)   (6.68)      (7.52)   (6.68)
 Corporate Dividend 
 Tax thereon                 (1.28)   (1.08)      (1.28)   (1.08) 
 Balance                    182.98   168.97      203.09   181.68
 * Normalised EBIDTA
 The operating performance of the Company has shown consistent good
 results, whereby Revenue from operations increased by 35% at Rs. 383.77
 Crores (previous year Rs. 284.30 Crores). The Gross profit (before
 interest (net), depreciation, tax, hedging cost & foreign exchange loss
 (gain), (PBIDT) ) increased to Rs. 70.82 Crores (previous year Rs.69.11
 crores). Profit before Tax was maintained at Rs. 53.84 Crores (previous
 year Rs.53.51 crores) and Profit after Tax decreased marginally to Rs.
 40.07 crores (previous year Rs.41.05 crores).
 Liquid Division
 The revenue and profitability of Liquid Terminal Division were higher
 on account of better product mix. The Company achieved segment revenue
 of Rs. 75.46 Crores (previous year Rs. 64.63 Crores) and segment profit
 of Rs. 33.22 Crores (previous year Rs.29.62 Crores).
 Gas Division
 Gas Volumes were better in respect of Gas Distribution business
 including Industrial Distribution and Autogas. However, Gas Logistics
 volumes were down due to lower off-take by National Oil Companies/
 Petrochemical Sector. Segment revenue for Gas Division increased to Rs.
 308.31 crores (previous year Rs.219.68 Crores) and Segment Profit also
 increased to Rs. 38.42 crores (previous year Rs. 35.12 Crores).
 The Operating performance of the Group has witnessed an upward change.
 The Gross Profit (before interest (net), tax, hedging cost and Forex
 Gain (loss)) PBIDT increased to Rs. 134.66 Crores (previous year Rs.
 128.58 crores). The Revenue for the year was Rs. 3981.64 Crores
 (previous year Rs. 4463.83 Crores). The Profit before Tax increased to
 Rs. 53.21 Crores (previous year Rs. 40.90 Crores) an increase of 30% on
 year on year basis. The Profit after tax also increased to Rs. 35.15
 Crores (previous year Rs. 22.38 Crores), an increase of 57% on year-on
 year basis.
 Liquid Division
 Revenues of the group for Liquid division were higher for the year by
 17 % at Rs. 107.51 Crores (previous year Rs. 92.23 crores) due to
 better Product Mix and increase in capacity due to debottlenecking
 efforts. Normalised EBIDTA increased to Rs. 61.23 Crores compared to
 Rs. 54.22 Crores, an increase of 13%. The Revenues continued to remain
 strong and margins stable. The Company has already initiated new
 greenfield projects in this business at Haldia and Pipavav thereby will
 be offering logistics facilities at multiple ports.
 Gas Division
 The revenue for Gas Division during the year was Rs. 3,874 Crores
 (previous year Rs. 4,372 Crores). The normalised EBIDTA increased to
 Rs. 95.14 Crores as compared to Rs. 85.05 Crores, an increase of 12%,
 mainly attributable to increase in volumes of higher margin Gas
 Distribution in Autogas and Packed Gas Cylinders and increase in
 sourcing fees. The Government''s LPG reforms as well as the Company''s
 penetration in new states/ cities for Gas Retailing has a favourable
 impact on the business.
 The Company has now considerably changed the business model of
 wholesaling of Gas, thereby substantially reducing the risk of Foreign
 Exchange fluctuations.
 The Oil and Gas logistics business continues to show good potential as
 India''s consumption of petroleum, LPG and chemicals increases.
 The Company is poised to take advantage of growth opportunities by
 setting up additional capacities at different Ports in Liquid Logistics
 and by increase in turnaround times in Gas business.
 The Policy change of Oil price deregulation and Cap on Subsidized
 Cylinders together with Direct Benefit Transfer (DBT) scheme to
 distribute subsidies for cooking gas, will further boost the growth
 opportunities for the Company in its Gas business.
 The Company follows a clear strategy: to build a necklace of oil and
 chemical terminals around the coastline of India at key ports; to
 develop a network of inland terminals to service the oil companies; and
 to construct and develop a retail LPG distribution network of Autogas
 stations and commercial cylinder distributorship.
 The company continues to evaluate and manage its dividend policy to
 build long term Shareholder value.
 The Directors are pleased to recommend the Final Dividend of 22.5% i.e.
 Rs.2.25 per Share aggregating to total dividend of 40% i.e Rs. 4 per
 Share(including interim dividend of Rs. 1.75 per share) for the year
 ended 31st March, 2013 (previous year Rs.2.00 per Share), which if
 approved at the forthcoming Annual General Meeting will be paid to
 those Equity Shareholders of the Company whose names appear as per the
 Register of Members/ Depositories as on the Friday, i.e. 19th July
 The Members vide resolution passed through Postal Ballot on 19th
 November, 2010 had approved the sub division of shares from the face
 value of Rs.10/- each to Rs.2/- each. The Company has deferred giving
 effect to this resolution.
 The Company has continued undertaking new Projects at a pace
 requisitioned by the present industrial scenario of Oil & Gas.
 The Greenfield Project of setting up Bulk Liquid Terminal of 60,190 KL
 at Haldia has progressed well. Phase I of the project with 25% capacity
 has already been commissioned and put to commercial use. The balance
 capacity shall get completed during the first half of FY 2014-15. The
 expanded facilities at the Eastern Port shall enable the Company to
 expand its horizons by catering to market of North-East and Eastern
 The Group has now initiated a Project at Pipavav Port, Gujarat for
 setting up a Bulk Liquid and Gas Storage Terminal. The Project contains
 additional capacity of 120,000 KL of Bulk Liquid and 2700 MT of Gas.
 The Project will augment the ability of Aegis to offer its customers a
 comprehensive portfolio of facilities for a large variety of cargoes at
 different ports. The expanded facilities shall enable the Group to
 expand its horizons by catering to untapped markets in Western Gujarat,
 North India, etc.
 The Marine Products Division initiated in 2012 has continued doing
 well. During the year the Company has been able to expand the business
 of supplying Marine Fuels at Kochi Port also.
 During the year Short Term Credit Rating of A1 ” (A One Plus) has been
 continued by Credit Rating Agency Credit Analysis and Research Ltd.
 (CARE). However, in view of very high volatility in the foreign
 exchange rates and consequent increase in hedging cost prevailed during
 2011-12 and first half of 2012-13, Company''s long-term Credit rating
 was revised from AA” to AA-”(Double A Minus). The Company has since
 been successful in changing the business model during second half of
 2012-13 to substantially reduce impact of foreign exchange rate and
 thereby the major risk of currency fluctuations has been done away
 The Company has seven subsidiary/ wholly owned subsidiaries as on 31st
 March, 2013 having business akin and germane to the business of holding
 Company, whose details are given in the Annual Report and there has
 been no change in the nature of business of its Subsidiaries during the
 In compliance with the directions by Ministry of Corporate Affairs,
 Govt. of India (MCA), the Consolidated Financial Statements of Aegis
 Group as provided in this Annual Report is prepared in accordance with
 Consolidated Financial Statements include Financial Results of its
 Subsidiary Companies.
 For information of members, a statement containing brief financial
 details of the Company''s subsidiaries for the year ended March 31, 2013
 is included in this Annual Report. The Annual Accounts of these
 subsidiaries will be made available to the holding and subsidiary
 companies'' Members seeking such information at any point of time. The
 annual accounts of the subsidiary companies will also be kept for
 inspection by any Member at Head / Corporate Office of the Company and
 that of the subsidiary companies concerned.
 During the year under review, the Company has not invited any fresh
 fixed deposits nor renewed any existing fixed deposits from its
 shareholders and general public. The outstanding fixed deposit as at
 the close of the Financial Year ended 31st March, 2013 amounted to Rs.
 1.68 Crores.
 Deposits of Rs. 3.52 Crores, which fell due for repayment during the
 financial year have been paid by the Company. However, an amount of Rs.
 0.08 Crores remained unclaimed by the depositors as at the close of
 accounting year. There were no overdue deposits other than those
 unclaimed at the year end. There is no default in payment of interest
 and repayment of matured deposits & interest thereon by the Company.
 A report on Corporate Governance, as stipulated under Clause 49 of the
 Listing Agreement together with a certificate of compliance from the
 Auditors, forms part of this report.
 In compliance with Clause 49 of the Listing Agreement, a separate
 section on Management Discussion and Analysis which also includes
 further details on the state of affairs of the Company forms part of
 this Annual Report.
 The Company''s Equity Shares continue to remain listed with the Bombay
 Stock Exchange Ltd. and National Stock Exchange of India Ltd. and the
 stipulated Listing Fees for the Financial Year 2013-14 have been paid
 to both the Stock Exchanges.
 The Company''s Redeemable Non-Convertible Debentures are listed on the
 Wholesale Debt Market Segment of National Stock Exchange of India Ltd.
 and the stipulated Listing Fees for the Financial Year 2013-14 have
 been paid.
 Pursuant to section 256 of the Companies Act, 1956 and Articles of
 Association of the Company, Mr. Kapoorchand M. Chandaria, Mr. Ratilal
 P. Chandaria and Mr. Kanwaljit S. Nagpal, Directors of the Company
 retires by rotation and being eligible, offer themselves for
 In compliance with the Clause 49 IV (G) of the Listing Agreement, brief
 resume of the aforesaid directors, their expertise and other details of
 Directors proposed to be re-appointed are provided in the Corporate
 Governance Report. Appropriate resolutions for re-appointment of the
 aforesaid directors are being placed for approval of the members at the
 ensuing Annual General Meeting.
 The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered
 Accountants, Mumbai, holds office until the conclusion of the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. The Company has received a letter from the Auditors to
 the effect that their reappointment, if made, would be within the
 prescribed limits under Section 224(1B) of the Companies Act, 1956 and
 that they are not disqualified for such re-appointment within the
 meaning of Section 226 of the said Act.
 The Company is holding coveted certifications, viz. ISO-9001 (2008),
 ISO-14001 (2004) and OHSAS-18001 (2007) and thereby meet all Quality,
 Environmental Safety Standards specified under these Certifications.
 Certificate of Merit was awarded to Mumbai Terminal for achieving Zero
 accident frequency rate in the Year 2011, in Maharashtra Safety Awards
 Competition organized by National Safety Council- Maharashtra Safety.
 The meritorious award was received through the hands of Chairman –
 National Safety Council, Maharashtra Chapter on 15th September, 2012.
 The Company has rolled out Health, Safety & Environment (HSE)
 priorities including framing of Aegis Group HSE Policy”, launching of
 Aegis Golden Rules”, Group Level HSE performance measure, Remedial
 Action Plan tracker, in December 2012 taking a step forward in
 demonstrating sound HSE performance.
 Periodic programmes and regular seminars are being arranged for middle
 and senior executives to impart training in respect of different
 functional and general management areas.
 The Company continues to extend support to various Industry forums e.g.
 Bombay Chamber of Commerce and Industry, Indian Merchant Chambers,
 Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.
 Details of energy conservation and research and development activities
 undertaken by the Company along with the information in accordance with
 the provisions of Section 217(1)(e) of the Companies Act, 1956 read
 with Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, to the extent as are applicable to the Company,
 are given in Annexure ''A'' to the Directors'' Report.  PARTICULARS OF
 EMPLOYEES In terms of the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 as amended, the name and other particulars of the employees
 are required to be set out in the Annexure to the Directors Report.
 However as per the provisions of Section 219(1)(b)(iv) of the said Act,
 the Annual Report excluding the aforesaid information is being sent to
 all the Members of the Company and others entitled thereto. Members who
 are interested in obtaining such particulars may write to the Company
 at its Corporate Office.
 the Directors would like to inform the Members that the Audited
 Accounts for the financial year ended 31st March, 2013 are in full
 conformity with the requirement of the Companies Act, 1956. The
 Financial Results are audited by the Statutory Auditors, Messrs
 Deloitte Haskins & Sells.
 (i) in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed;
 (ii) the accounting policies are consistently applied and reasonable,
 prudent judgment and estimates are made so as to give a true and fair
 view of the state of affairs of the Company at the end of the Financial
 Year and of the profits of the Company for that period;
 (iii) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the Assets of the Company and
 for preventing and detecting fraud and other irregularities;
 (iv) the Directors have prepared the Annual Accounts on a ''going
 concern'' basis.
 Your Directors place on the record their appreciation of the
 contribution made by the employees at all levels who, through their
 competence, diligence, solidarity, co-operation and support, have
 enabled the Company to achieve the desired results during the year.
 The Board of Directors gratefully acknowledge the assistance and
 co-operation received from the authorities of Port Trust, Bankers,
 Central and State Government Departments, Shareholders, Suppliers and
                             For and on behalf of the Board
 Place:Mumbai                Raj K. Chandaria
 Dated: 30th May, 2013       Vice- Chairman & Managing Director
Source : Dion Global Solutions Limited
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