The Directors have pleasure in presenting the 54th Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 March, 2011.
 
 FINANCIAL PERFORMANCE
 
                                                       (Rs. in crores)
 
                                Group Consolidated    Company Standalone
 
                                2010-11     2009-10    2010-11    2009-10
 
 Sales and Other Income         1809.88     504.91     261.48     290.03
 
 Gross Profit (before interest 
 and                              85.31      77.23      57.24      60.96
 depreciation)
 
 Profit before tax                61.31      43.02      44.35      49.42
 
 Provision for taxation 
 
 - Current Tax                  1577.22      12.22      13.61      11.57
 
 -Deferred                      (154.68>     (0.90)    (0.47)     (0.90)
 
 Net Profit after tax             47.09      43.02     31.21      38.94
 
 Balance in P&LA/c.              142.85     118.86    144.46     124.56
 
 Profit available for 
 distribution                    189.54     161.89    175.67     163.50
 
 OPERATING PERFORMANCE
 
 The operating performance of the Group has shown better results,
 however, the performance of Company on Standalone has declined
 marginally, as above.
 
 The Company earned gross profit before interest, depreciation and tax
 (PBIDT) of Rs.57.24 crores during the financial year under review.
 Profits before tax (PBT) stood at Rs.44.35 crores. Net profit after tax
 (PAT) was Rs.31.21 crores. Whereas Logistics business have achieved 12%
 growth, performance of Gas Business was reduced due to lower volumes in
 Industrial Gas Distribution.
 
 Overall performance of the Group has increased substantially with PBIDT
 of Rs. 85.31Crores (Rupees 77.23 crores), PBTof Rs.61.31 crores (Rupees
 43.02 crores) and PAT of Rs.47.09 crores (Rs.43.02 crores).
 
 LIQUID LOGISTICS DIVISION
 
 Revenues of the group for this division were higher for the year at Rs.
 86.66 crores (Rs.81.02 crores) and the company achieved growth in
 profitability of 8% on YoY basis mainly due to good performance at
 Mumbai Terminals. The volumes have continued to witness an upward
 trend. Kochi Terminal Revenue remained subdued pending connectivity to
 other Jetty with deeper draft & Length Over All (LOA) and undergoing
 maintenance of a few tanks post clearance of molasses from these tanks.
 
 Company has undertaken various initiatives towards better yield and
 efficiencies and to strive for World Class Standards in operation of
 the Terminals.
 
 GAS DIVISION
 
 The Gas Division revenue significantly increased to an amount of
 Rs.1,723.21 crores (previous year Rs.223.88 crores) largely due to
 activating overseas subsidiary into International Business of sourcing
 and shipping LPG for Third party customers. Roll out of new Autogas
 Stations, substantial increase in volumes of Gas Logistics and new
 business of Packed LPG by our Subsidiary Company contributed towards
 higher revenue and profitability of Gas Business. Overall volumes were
 higher by 57% during the year on account of higher logistics volumes by
 PSU and Petrochemical Companies. Roll out of Autogas Stations reached
 to 74 outlets including two Flagship Autogas Stations in Tier 1 City.
 All the factors led to increase segmental profit to Rs.44.15 crores
 (Previous year Rs.37.57 crores).
 
 OUTLOOK FOR THE COMPANY
 
 The outsource logistics market accounts for more than 25% of the total
 logistics market and is expected to grow at healthily pace and thus
 provides a huge untapped opportunities. Indias Port based Storage
 capacity in the Private Sector (3.8 Million KL) is very small by Global
 Standards. International commodities Traders are expanding their
 requirements for Global Storage capacity for arbitrage / contango
 strategies apart from trading and distribution in the growing Indian
 market. Domestic volumes of Petrochemical Industry are expected to grow
 by 8 - 9% over the medium term in line with Indias GDP growth.
 Deregulation of the Oil Sector is expected to improve business
 prospects, as new entrants, shall require integrated logistics
 services. Further, large portion of global chemical growth is expected
 in the Asia Pacific Region requiring infrastructure facilities.
 
 Aegis continues its strategy to build a national Storage and
 Distribution network of Port Terminals, Inland Depots and Retail
 Outlets. Towards this, Company entered into an MOU with Pipavav Port
 for availing land for future expansion. Connectivity to new Jetty with
 higher Draft & LOA at Kochi Terminal is expected to revive the
 logistics business at Kochi. The Debottlenecking Plant at Mumbai
 Terminal is progressing well.
 
 The volume growth in the Gas Business is expected to continue in the
 medium term mainly driven by increase in Throughput volumes by
 Petrochemical as well as PSU Companies, Industrial Packed Cylinders
 business and rolling out of more Autogas stations. Industrial Gas
 distribution showed a decline in volumes due to industrial customers
 shifting to CNG or International Gas Grid sourcing.
 
 DIVIDEND
 
 The company continues to evaluateand manage its dividend policy to
 build long term Shareholder value.
 
 For the financial year 2010-11 an interim dividend of 20% (Rs.2/- per
 share) was declared and paid.
 
 The Directors are pleased to recommend Final Dividend of 20% i.e.
 Rs.2/- per Share (previous year Rs.3.00 per Share) for the year ended
 31st March, 2011, which if approved at the forthcoming Annual General
 Meeting will be paid to those Equity Shareholders of the Company whose
 names appear on the Register of Members as on book closure date. The
 total Dividend for the year would then total to Rs.4/- per share.
 
 SHARE CAPITAL
 
 During the year 2010-11 the Company had issued and allotted 12506710
 Equity Shares of Rs.10/- each as Bonus Shares in the proportion of two
 Bonus Shares for every existing 3 fully paid up Equity Shares and
 2120190 Equity Shares of Rs.10/- each on Preferential Allotment basis
 to Infrastructure India Holdings Fund LLC.
 
 Also during the year 2010-11 the Company had forfeited 29687 Equity
 Shares of the Company for non- payment of allotment monies and calls in
 arrears. The shares so forfeited were cancelled.
 
 The paid up capital of the Company post Bonus Issue, Preferential Issue
 and Forfeiture of Shares was 33400000 Equity Shares of Rs.10/- each.
 
 NEWACQUISITION
 
 Apropos to the execution of documents relating to acquisition in the
 previous year, Company acquired 100% shareholding of Shell Gas (LPG)
 India Pvt. Ltd. (SGLIPL) on 1st April, 2010. Consequently, SGLIPL has
 become wholly owned subsidiary w.e.f. 1st April, 2010. The name of
 SGLIPL has since been changed to Aegis Gas (LPG)Pvt.Ltd.(AGPL).
 
 SUB DIVISION OF SHARES
 
 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. Giving effect to this resolution
 and fixing of record date shall be decided in due course.
 
 NEW SUBSIDIARY
 
 During the year Aegis Gas (LPG) Pvt. Ltd. (AGPL), the wholly owned
 subsidiary of the Company acquired 100% Equity Shares of Hindustan
 Aegis LPG Ltd. (HALPG), from its erstwhile shareholders. Consequently
 HALPG ceased to be an associate and has become a wholly owned
 subsidiary of AGPL.
 
 OVERSEAS SUBSIDIARY
 
 Overseas Subsidiary at Singapore has been activated into International
 Gas Business of sourcing and shipping LPGforThird party customers. The
 activity is progressing well.
 
 DEAL WITH APM TERMINALS
 
 The Company entered into a major deal with APM Terminals, Pipavav to
 avail of sub-lease close to 100 acres of land for building a Global Oil
 and Petrochemical Storage complex.
 
 O&M CONTRACT
 
 The Company has been awarded the Operations & Maintenance (O&M)
 Contract for the product storage and dispatch operations of Bharat Oman
 Refinery Ltd. (BORL) at Bina in Madhya Pradesh signifying the Aegis
 expertise of the Company in Liquid Logistics and Operations &
 Maintenance.
 
 CREDIT RATING
 
 The operating and financial performance of the Company yielded
 financial solidity which has resulted into upgradation in Long-term
 Financial Rating from AA- to AA (Double A) by Credit Rating Agency.
 The Short- Term Credit Rating continues to be PR1+ by CARE and PI+
 by CRISIL.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS 21, issued by the
 Institute of Chartered Accountants of India, Consolidated Financial
 Statements are provided in the Annual Report.
 
 Ministry of Corporate Affairs, Government of India (MCA), has on 8th
 February, 2011 issued directions through a general circular, exempting
 Holding Companies from attaching specified particulars of its
 Subsidiary Companies with the Balance Sheet of the Holding Company. The
 directions have been issued by MCA in terms of Section 212(8) of the
 Companies Act, 1956.
 
 The Consolidated Financial Statements presented by the Company include
 financial results of its Subsidiary Companies.
 
 FIXED DEPOSITS
 
 Fixed Deposits received from Shareholders, Employees and Public in
 general as at the close of the financial year amounted to Rs. 6.62
 crores. Deposits of Rs.0.29 crores which fell due for repayment before
 the close of the financial year, remained unclaimed by the depositors
 at the close of the accounting year. There were no overdue deposits
 other than those unclaimed at the year end.
 
 CORPORATE GOVERNANCE
 
 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.
 
 LISTING OF EQUITY SHARES
 
 The Companys Equity Shares are listed on the Bombay Stock Exchange
 Ltd. and National Stock Exchange of India Ltd. TheCompany has paid the
 ListingFees for the period of 1st April, 2011to31st March, 2012.
 
 The delisting application made to the Delhi Stock Exchange Association
 Ltd., pursuant to shareholders resolution dated 29th September, 2005
 for voluntary delisting in compliance of SEBI Delisting Guidelines, is
 still pending with the Stock Exchange and hence the listing fees from
 the year 2007-08 onwards is not payable.
 
 DIRECTORS
 
 Mr. A. M. Chandaria, Mr. V. H. Pandya retires by rotation and being
 eligible offer themselves for re- appointment.
 
 AUDITORS
 
 The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered
 Accountants, Mumbai, retire at 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 appointment, 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 notes to accounts referred to in the Auditors Report are self
 explanatory.
 
 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(l)(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.
 
 HEALTH, SAFETY* ENVIRONMENT (HSE) AND RESPONSIBLE CARE
 
 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.
 
 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 eg.
 Bombay Chamber of Commerce and Industry, Indian Merchant Chambers,
 Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN
 EXCHANGE EARNINGS AND OUTGO
 
 Particulars required to be furnished pursuant to Section 217(l)(e) of
 the Companies Act, 1956 read with Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988:
 
 (i) Part A & B of the Rules, pertaining to conservation of energy &
 technology absorption are not applicable to the Company.
 
 (ii) Foreign Exchange earnings & outgo are provided in Note No.B.12.E,
 B.12.G & B.12.H of Schedule 18 forming part of the Accounts.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Directors would like to inform the Members that the Audited
 Accounts for the financial year ended 31st March, 2011 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.
 
 The Directors further confirm that:
 
 (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
 FinancialYearandoftheprofitsoftheCompanyforthatperiod;
 
 (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.
 
 APPRECIATION
 
 The Board of Directors gratefully acknowledge the assistance and
 co-operation received from the authorities of Mumbai Port Trust,
 Bankers, Central and State Government Depts., Shareholders, Suppliers,
 Customers and the Employees.
 
                                   For and on behalf of the Board
 
 Place: Mumbai                                    K. M. Chandaria
 
 Dated: 30th May, 2011                                   Chairman