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Aegis Logistics
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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 The Directors have pleasure in presenting the 58th Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 March 2015.
 
 Financial Performance
 
                                                         (Rs. in crores)
 
                           Group Consolidated        Company Standalone
 
                           2014-15     2013-14      2014-15     2013-14
 
 Revenue from Operation    3916.00     5030.87      345.22      370.85
 
 Profit before Finance      184.30      120.72      156.66       55.90
 cost (as mentioned
 below), 
 Depreciation 
 and Tax * 
 
 Finance Cost                19.12       18.64       11.88       11.61
 [including 
 Interest (Net),
 Hedging Cost
 & Foreign
 Exchange Loss
 (Gain)] 
 
 Depreciation                22.96       22.18       12.24       13.44
 
 Profit before tax          142.22       79.90      132.54       30.85
 
 Provision for               26.35       13.53       22.14       11.09
 taxation -
 Current Tax 
 
 - Deferred                   3.56       (2.30)       2.56        0.34
 
 Net Profit after           112.31       68.68      107.83       19.41
 tax 
 
 Less: Minority               8.90        7.62         -           -
 Interest
 
 Net Profit for             103.41       61.06      107.83       19.41
 the Year
 
 Balance in statement       220.33      182.98      198.80      203.09
 of Profit & Loss
 
 Profit available for       323.29      244.04      306.63      222.50
 Appropriations
 
 Less: Appropriations
 Transfer to General      (150.00)       (1.94)    (150)         (1.94)
 Reserves
 
 Transfer from/to             3.26       (1.25)       5.00       (1.25)
 Debenture Redemption
 Reserve 
 
 Transfer to Capital        (12.00)         -          -           -
 Redemption Reserve
 
 Interim Dividend           (25.05)      (8.35)     (25.05)      (8.35) 
 {Rs. 7.50 
 (Previous Year
 Rs. 2.50) per 
 share} 
 
 Corporate Dividend            1.27      (1.42)       1.56       (1.42)
 Tax thereon 
 
 Corporate Dividend              -          -           -          -
 Tax on Preference 
 Share Dividend 
 declared by a
 Subsidiary
 Company
 
 Proposed Dividend               -        (9.18)        -        (9.18)
 - Final
 (Previous Year
 Rs. 2.75 per 
 share} 
 
 Corporate Dividend              -        (1.56)        -        (1.56)
 Tax thereon 
 
 Closing Balance             140.87      220.34     138.15      198.80
 
 *Normalised EBITDA
 
 Operating Performance:
 
 Company Standalone
 
 Revenue from operations decreased marginally by 6.91% at Rs. 345.22
 crores (previous year Rs. 370.85 crores). The Gross Profit [before net
 interest, depreciation, tax, hedging cost & foreign exchange loss
 (gain)], PBIDT, increased by 180.25% to Rs. 156.66 crores (previous
 year Rs. 55.90 crores) on account of higher other income and increased
 business profits. Profit before Tax was higher at Rs. 132.54 crores
 (previous year Rs.30.84 crores) and Profit after Tax increased to Rs.
 107.83 crores (previous year Rs. 19.41 crores).
 
 Group Consolidated
 
 The Revenue for the year decreased to Rs. 3916.00 crores (previous year
 Rs. 5030.87 crores) on account of lower commodity prices. The Profit
 before Tax for the year rose to Rs. 142.22 crores (previous year Rs.
 79.90 crores) an increase of 78% on year on year basis due to new
 capacities, higher margins and other income. The Profit after Tax for
 the year rose to Rs. 112.31 crores (previous year Rs. 68.68 crores), an
 increase of 63.53% on year on year basis.
 
 Liquid Segment
 
 Revenues of the group for Liquid Division were higher for the year by
 17.26% at Rs. 153.40 crores (previous year Rs. 130.82 crores) due to an
 increase in capacity and better capacity utilization.  Normalised
 EBITDA increased to Rs. 97.39 crores compared to Rs. 83.47 crores in
 previous year, an increase of 16.67%. The revenues and margins
 continued to remain strong.
 
 Gas Segment
 
 The revenue for Gas Division during the year was Rs. 3762.60 crores
 (previous year Rs. 4900.05 crores). The normalized EBITDA increased to
 Rs. 84.65 crores as compared to Rs. 60.47 crores in previous year,
 mainly due to improved margins and higher throughput volumes.
 
 Joint Venture with ITOCHU Corporation
 
 During the financial year 2014-15, the company established a joint
 venture with ITOCHU Corporation of Japan. In furtherance to the same,
 the company sold 8,538 equity shares, representing 40% of the
 outstanding shares of Aegis Group International Pte. Ltd. (AGI), its
 wholly owned subsidiary in Singapore, to Itochu Petroleum Co.
 (Singapore) Pte. Ltd., a wholly owned subsidiary of ITOCHU Corporation.
 As a part of the proposed transaction, the parties executed a
 Shareholders Agreement and Share Purchase Agreement by and between the
 company, AGI and Itochu Petroleum Co., (Singapore) Pte. Ltd. for sale
 and transfer of 8,538 equity shares of USD 1 (one) held by the company
 in AGI at an aggregate consideration of US$ 5,850,000. The Shareholders
 Agreement inter alia granted a right to Itochu Petroleum Co.,
 (Singapore) Pte Ltd., for a period of six years, to purchase 40% stake
 in the existing and new LPG Terminals of the Aegis Group, subject to
 commercial negotiations on valuation.
 
 ITOCHU Corporation is one of the largest global LPG companies by sales
 volume and a key global player in the segment. The entry of a new
 strategic partner is aimed at raising the market share of AGI in
 India''s imports by following a strategy of attaining cost leadership in
 the LPG import market.
 
 Outlook for the Group
 
 The oil, gas and chemical logistics business continues to show good
 potential as India''s import and export of oil products, LPG and
 chemicals increases.
 
 The company is poised to take advantage of this growth by operating its
 newly established facilities at Haldia and Pipavav at higher rates of
 capacity utilization.
 
 Dividend
 
 The company continues to evaluate and manage its dividend policy to
 build long term shareholder value. The Directors recommended 3 (three)
 interim dividends during the financial year ended 31st March, 2015
 aggregating to total dividend of 75% i.e. Rs. 7.5 per share (previous
 year Rs. 5.25 per share).
 
 New Projects and Expansion
 
 The company has commenced construction of 9,090 KL of additional
 storage capacity at its liquid tank terminal at Haldia. The new tanks
 will be commissioned during FY 2015-16 and will increase capacity by
 15%.
 
 The company recently doubled its LPG storage capacity at Pipavav to
 5,400 MT. In light of increased demand for LPG in the region, the
 company has decided to increase its capacity further by 50%, to 8,100
 MT. This additional capacity will be available for use in FY 2016-17.
 
 The company continues to look for opportunities to lease or acquire
 land at major and minor ports in India.  
 
 Allotment of Land at Kandla Port:
 
 The company has been allotted 5 acres of land on a 30 year lease at
 Kandla Port to build a new port terminal. Once constructed, this will
 represent Aegis''s presence at a fifth port in India. The company
 continues to add more terminals to its portfolio so as to offer
 logistics services to its customers throughout India. Kandla is India''s
 busiest port located on the Gulf of Kutch on the western coast of India
 and is 430 nautical miles north of the Mumbai Port and will add to the
 company''s strength in Gujarat along with the large terminal at Pipavav.
 
 Credit Rating
 
 The credit rating agency, Credit Analysis and Research Ltd. (CARE) has
 continued to assign a short term credit rating of ''A1 '' (A One Plus)
 and long term rating of ''AA-'' (Double A Minus).
 
 Consolidated Financial Statements
 
 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
 the Accounting Standard (AS21) CONSOLIDATED FINANCIAL STATEMENTS. The
 Consolidated Financial Statements include Financial Results of its
 Subsidiary Companies.
 
 For information of members, a separate statement containing salient
 features of the financial details of the Company''s subsidiaries for the
 year ended 31st March, 2015 in Form AOC-1 is included along with the
 financial statement 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 and the same shall be
 displayed on the website of the Company www.aegisindia.com
 
 The Annual Report of the Company, the quarterly/half yearly and the
 annual results and the press releases of the Company are also placed on
 the Company''s website: www.aegisindia.com
 
 Subsidiary Companies
 
 The Company has nine subsidiaries (out of which, seven are wholly owned
 subsidiaries) as on 31st March, 2015 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 year. The operating & financial Performance
 of the subsidiary Companies are as provided below:
 
 Sea Lord Containers Limited
 
 During the year under review, the Company''s Bulk Liquid Terminal
 continued operations at full capacity.  The Company recorded a Turnover
 of Rs. 3938.38 lacs (Previous year Rs. 4809.03 lacs), decrease of
 18.10% on YoY basis on account of product mix. Net Profit after Tax was
 recorded at Rs. 2391.25 lacs (Previous year Rs. 3047.29 lacs), a
 decrease of 21.53%.
 
 Aegis Gas (LPG) Private Limited (wholly owned subsidiary)
 
 The revenue for the year has decreased to Rs. 11120.53 lacs as against
 Rs. 11734.72 lacs of the previous year on account of lower commodity
 prices. The Company commissioned its Liquid Storage Terminal with a
 capacity of 120,000 KL and doubled its Gas Storage Terminal capacity to
 5400 MT. Profit after tax was therefore higher at Rs. 1258.21 lacs as
 compared to Rs. 8.19 lacs in previous year. The Company has increased
 its presence in packed gas business to 42 cities in 6 states with 58
 commercial distributors.
 
 Hindustan Aegis LPG Limited (wholly owned subsidiary)
 
 During the year 2014-15, the operating revenue decreased to Rs.
 278915.44 lacs from Rs. 386754.10 lacs in previous year on account of
 lower prices. Profit after tax for the year ended 31st March, 2015 was
 Rs. 540 lacs as compared to profit of Rs. 501.93 lacs in previous year.
 
 Konkan Storage Systems (Kochi) Private Limited (wholly owned
 subsidiary)
 
 During the year under review, the Income increased to Rs. 485.34 lacs
 as against Rs. 395.88 lacs in the previous year on account of higher
 capacity utilization. The company made a net profit of Rs. 152.72 lacs
 after accounting for Finance Cost, Depreciation and Tax.
 
 Aegis Group International Pte. Limited
 
 The revenue for the year has decreased to Rs. 337432.46 lacs as against
 Rs. 446656.13 Lacs of the previous year. Profit after tax for the year
 ended 31st March, 2015 was Rs. 1608.55 Lacs as compared to profit of
 Rs. 1293.05 lacs in previous year on account of improved margins.
 
 Aegis International Marine Services Pte. Limited (wholly owned
 subsidiary)
 
 The revenue for the year has increased to Rs. 4121.73 lacs as against
 Rs. 2767.54 lacs of the previous year on account of higher volumes.
 Profit after tax for the year ended 31st March, 2015 was Rs. 30.64 lacs
 as compared to profit of Rs. 28.95 lacs in previous year.
 
 Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)
 
 The Company incurred normal expenditure of Rs. 0.26 lacs during the
 year (Previous year Rs. 0.60 lacs).  The Company has not commenced any
 commercial operations as yet.
 
 Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)
 
 The Company incurred normal expenditure of Rs. 0.27 lacs during the
 year (Previous year Rs. 0.60 lacs).  The Company has not commenced any
 commercial operations as yet.
 
 Eastern India LPG Company Private Limited (wholly owned subsidiary)
 
 The Company incurred normal expenditure of Rs. 0.58 lacs during the
 year (previous year Rs. 0.60 lacs).  The Company has not commenced any
 commercial operations as yet.
 
 Fixed Deposits
 
 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 Company has paid deposits of Rs. 45.60 lacs, which fell due for
 repayment during the financial year. Despite efforts to identify and
 repay unclaimed deposits, the total amount of fixed deposits matured
 and remaining unclaimed with the Company as on 31st March, 2015 was Rs.
 2.45 lacs. 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.
 
 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.
 
 Management Discussion and Analysis
 
 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.
 
 Listing of Company''s Securities
 
 Equity Shares
 
 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 2015-16 have been paid
 to both the Stock Exchanges.
 
 Non-convertible Debentures
 
 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 2015-16 have
 been paid.
 
 During the year, the Company fully redeemed 250 units of 9.75% Secured,
 Taxable, Redeemable, Non-Convertible Debentures of face value of Rs. 10
 lacs each totaling to Rs. 25 crores maturing on put option exercised by
 Corporation Bank.
 
 Directors & Key Management Personnel
 
 Pursuant to section 152 of the Companies Act, 2013, Mr. Kapoorchand M.
 Chandaria, Chairman of the Company retires by rotation and being
 eligible, offers himself for re-appointment.
 
 Mr. Vasantrai H. Pandya resigned from the Board of Directors of the
 Company with effect from 29th May, 2014 due to his continued ill
 health. The Board of Directors sincerely acknowledge his efforts and
 place on record its deep sense of appreciation of valuable contribution
 made by him.
 
 The Board of Directors at their meeting held on 29th May 2014, on
 recommendation of Nomination and Remuneration Committee, had appointed
 Mr. Rahul Asthana as Additional Director of the Company pursuant to
 section 161 of the Companies Act, 2013. Thereafter, his appointment was
 approved as Independent Director by the Members at the Annual General
 Meeting held on 31st July, 2014.
 
 Mr. Murad M. Moledina was appointed as Chief Financial Officer of the
 Company with effect from 29th May, 2014.
 
 Disclosure from Independent Directors
 
 Mr. Dineshchandra J. Khimasia, Mr. Kanwaljit S. Nagpal, Mr. Rajnikant
 J. Karavadia and Mr. Rahul D.  Asthana were appointed as Independent
 Directors on the Board of the Company to hold office for a period of
 five (5) consecutive years i.e. upto 31st March, 2019.
 
 All the Independent Directors have given declarations that they meet
 the criteria of independence as laid down under section 149(6) of the
 Companies Act, 2013 and clause 49 of the Listing Agreement.
 
 Auditors
 
 As per the provisions of sections 139, 141 of the Companies Act, 2013
 and rules made thereunder, the Company had, in its Annual General
 Meeting held on 31st July, 2014, approved the appointment of M/s.
 Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, (ICAI Firm
 Registration No. 117366W/ W-100018) to hold office till the conclusion
 of the third consecutive Annual General Meeting, subject to
 ratification by the members at every Annual General Meeting. In
 compliance with the same, the Directors do hereby place for
 ratification, the re-appointment of M/s. Deloitte Haskins & Sells LLP,
 Chartered Accountants, Mumbai, until the conclusion of the next Annual
 General Meeting.
 
 Occupational Health, Safety & Environment
 
 The Company is holding ISO-9001 (2008), ISO-14001 (2004) and
 OHSAS-18001 (2007) certifications and thereby meets all quality,
 environmental and safety standards specified under these
 Certifications.
 
 The company carries out a monthly review of health, safety and
 environment compliance for all sites and carries out regular mock
 drills and emergency preparedness tests. The company carried out
 various competitions like slogans, posters, ''spotting the hazards'' to
 create awareness of safety amongst all levels of employees, contract
 workmen and also transporters. The company completed internal safety
 audit with external auditor.
 
 Conservation of Energy, Technology Absorption & Foreign Exchange
 Earnings and Outgo
 
 Details of energy conservation and research and development activities
 undertaken by the Company along with the information in accordance with
 the provisions of section 134 of Companies Act, 2013 read with Rule 8
 of Companies (Accounts) Rules, 2014, the extent as are applicable to
 the Company, are given in Annexure ''A'' to the Directors'' Report.
 
 Particulars of Employees
 
 Disclosures pertaining to remuneration and other details as required
 under section 197(12) of the Act read with Rule 5 of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014
 forms part of the Annual Report.
 
 However, having regard to the provisions of the first proviso to
 section 136(1) of the Act, the Annual Report excluding the aforesaid
 information is being sent to the members of the Company. The said
 information is available for inspection at the registered office of the
 Company during working hours and any member interested in obtaining
 such information may write to the Company Secretary and the same will
 be furnished on request.
 
 Directors'' Responsibility Statement
 
 The Directors would like to inform the Members that the Audited
 Accounts for the financial year ended 31st March 2015 are in full
 conformity with the requirement of the Companies Act, 2013. The
 Financial Accounts are audited by the Statutory Auditors, Messrs
 Deloitte Haskins & Sells LLP.
 
 The Directors further confirm that:
 
 a.  In the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 b. The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent 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 profit and
 loss of the company for that period;
 
 c. The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 d. The Directors had prepared the annual accounts on a going concern
 basis;
 
 e. The Directors, had laid down adequate internal financial controls
 to be followed by the company and that such internal financial controls
 including with reference to Financial Statements are adequate and were
 operating effectively; and
 
 f. The Directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 Internal Control Systems and their Adequacy
 
 The Company has an effective internal control and risk-mitigation
 system, which are constantly assessed and strengthened. The Company''s
 internal control system is commensurate with its size, scale and
 complexities of its operations. The internal and operational audit is
 entrusted to Messrs Natvarlal Vepari and Company, a reputed firm of
 Chartered Accountants. The main thrust of internal audit is to test and
 review controls, appraisal of risks and business processes, besides
 benchmarking controls with best practices in the industry.
 
 The Audit Committee of the Board of Directors actively reviews the
 adequacy and effectiveness of the internal control systems and suggests
 improvements to strengthen the same. The Company has a robust
 Management Information System, which is an integral part of the control
 mechanism.
 
 The Audit Committee of the Board of Directors, Statutory Auditors and
 the Business Heads are periodically apprised of the internal audit
 findings and corrective actions taken.
 
 Significant and material orders
 
 There are no significant and material orders passed by the
 regulators/courts/tribunals impacting the going concern status and the
 Company''s operations in future.
 
 Composition of Audit Committee
 
 The Company has an Audit Committee comprising of the following four
 Non-Executive Directors, out of which three are Independent Directors:
 
 1.  Mr. Dineshchandra J. Khimasia (Chairman)
 
 2.  Mr. Kapoorchand M. Chandaria
 
 3.  Mr. Kanwaljit S. Nagpal
 
 4.  Mr. Rajnikant J. Karavadia
 
 During the year, the Board of Directors of the Company had always
 accepted the recommendations of the Audit Committee.
 
 Vigil Mechanism for Directors and Employees
 
 The Company, pursuant to section 177 of Companies Act, 2013 read along
 with the rules made thereunder and sub-clause (II)(F) of clause 49 of
 Equity Listing Agreement, had established vigil mechanism for Directors
 and Employees to report concerns about unethical behaviour, actual or
 suspected fraud or violation of the Company''s code of conduct or ethics
 policy. The scope of the policy is that it covers any Alleged Wrongful
 Conduct and other matters or activity on account of which the interest
 of the Company is affected and is formally reported by Whistle
 Blower(s). The Whistle Blower''s role is that of a reporting party with
 reliable information. They are not required or expected to act as
 investigators or finders of facts, nor would they determine the
 appropriate corrective or remedial action that may be warranted in a
 given case.
 
 The Company has a vigil mechanism to deal with instance of fraud and
 mismanagement, if any. The details of the said Policy are explained in
 the Corporate Governance Report and also posted on the website of the
 Company.
 
 Extract of the annual return as provided under sub-section (3) of
 section 92
 
 Extract of the annual return as provided under sub-section (3) of
 section 92 of Companies Act, 2013 as prescribed in Form MGT-9 is given
 in Annexure ''B'' to the Directors'' Report.
 
 Policy relating to remuneration of Directors, Key Managerial Personnel
 and other Employees
 
 In terms of the provisions of section 178 of the Companies Act, 2013
 read with the Companies (Meetings of Board and its Powers) Rules, 2014
 and clause 49(IV)(B) of the Listing Agreement, the Company duly
 constituted a Nomination and Remuneration (N&R) Committee comprising of
 the following members:
 
 1. Mr. Dineshchandra J. Khimasia (Chairman)
 
 2. Mr. Kanwaljit S. Nagpal
 
 3. Mr. Rajnikant J. Karavadia
 
 The N&R Committee identified persons who are qualified to become
 Directors and who may be appointed in Senior Management in accordance
 with the laid down criteria, recommend to the Board their appointment
 and renewal and shall carry out evaluation of every Director''s
 performance. The Committee formulates criteria for determining
 qualifications, positive attributes and independence of a Director and
 recommends to the Board a policy, relating to the remuneration for the
 directors, key managerial personnel and other employees.
 
 The Remuneration policy reflects the Company''s objectives for good
 corporate governance as well as sustained and long-term value creation
 for stakeholders''. The Policy will also help the Company to attain
 optimal Board diversity and create a basis for succession planning. In
 addition, it is intended to ensure that -
 
 a) the Company is able to attract, develop and retain high-performing
 and motivated Executives in a competitive international market;
 
 b) the Executives are offered a competitive and market aligned
 remuneration package, with fixed salaries being a significant
 remuneration component, as permissible under the Applicable Law;
 
 c) remuneration of the Executives are aligned with the Company''s
 business strategies, values, key priorities and goals.
 
 Disclosure of composition of the Corporate Social Responsibility
 Committee
 
 Disclosure of composition of the Corporate Social Responsibility
 Committee, contents of the CSR Policy and the format as provided under
 section 135 of Companies Act, 2013 read along with Companies (Corporate
 Social Responsibility Policy) Rules, 2014 is given in Annexure ''C'' to
 the Directors'' Report.
 
 Particulars of Loans, Guarantees or Investments
 
 The Company is engaged in the business of providing infrastructural
 facilities as specified under section 186(11)(a) of the Companies Act,
 2013 read with Schedule VI to the Companies Act, 2013.  However,
 details of Loans, Guarantees and Investments are given in the notes to
 the Financial Statements.
 
 Disclosure of particulars of contracts/arrangements with related
 parties
 
 All transactions entered into with the related parties are in the
 ordinary course of business and are on arm''s length basis.
 
 There are no significant related party transactions made by the Company
 with Promoters, Directors,
 
 Key Managerial Personnel or other designated persons which may have a
 potential conflict with the interest of the Company at large.
 
 All Related Party Transactions are placed before the Audit Committee
 for approval. Prior omnibus approval of the Audit Committee is obtained
 on a yearly basis for the transactions which are of a foreseen and
 repetitive nature. The transactions entered into pursuant to the
 omnibus approval so granted are audited and a statement giving details
 of all related party transactions is placed before the Audit Committee
 on a quarterly basis. The policy on Related Party Transactions as
 approved by the Board is uploaded on the Company''s website at
 http://www.aegisindia.com/Corporate_Governances.  aspx.
 
 Development and implementation of Risk Management Policy
 
 Pursuant to the requirement of clause 49 of the Listing Agreement, the
 Company has constituted a Risk Management Committee. The details of
 Committee and its terms of reference are set out in the Corporate
 Governance Report forming part of the Board''s Report.
 
 In terms of the provisions of clause 49(VI)(C) of the Listing
 Agreement, the Company duly constituted a Risk Management Committee
 consisting of majority members of Board of Directors comprising of the
 following members:
 
 1. Mr. Raj K. Chandaria (Chairman)
 
 2. Mr. Dineshchandra J. Khimasia
 
 3. Mr. Kanwaljit S. Nagpal
 
 4. Mr. Rajiv M. Chohan
 
 The Committee lays down procedures to inform Board members about the
 risk assessment and minimization procedures, monitor and review risk
 management plan and for carrying out such other functions as may be
 directed by the Board.
 
 The Company adopted a risk management policy including identification
 therein of elements of risk, and action taken by the Company to
 mitigate those risks.
 
 The specific objectives of the Risk Management Policy are to ensure
 that all the current and future material risk exposures of the company
 are identified, assessed, quantified, appropriately mitigated and
 managed, to establish a framework for the company''s risk management
 process and to ensure companywide implementation, to ensure systematic
 and uniform assessment of risks related with Oil, Gas & Chemicals
 Logistics business, to enable compliance with appropriate regulations,
 wherever applicable, through the adoption of best practices and to
 assure business growth with financial stability.
 
 Material changes and commitments, if any, affecting the financial
 position of the company
 
 There were no material changes and commitments, which affected the
 financial position of the company between the end of the financial year
 of the company to which the financial statements relates and the date
 of the report.
 
 Number of meetings of the Board of Directors
 
 During the year ended 31st March, 2015, 6 Board Meetings were held on
 the following dates:
 
 1. 29th May, 2014
 
 2. 31st July, 2014
 
 3. 19th September, 2014
 
 4. 14th November, 2014
 
 5. 30th January, 2015
 
 6. 5th March, 2015
 
 The detailed composition of the Board of Directors along with the
 number of Board Meetings and various committees has been provided in
 the Corporate Governance Report.
 
 Disclosure under the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013
 
 Your Company has always believed in providing a safe and harassment
 free workplace for every individual working in the Company''s premises
 through various interventions and practices. The Company always
 endeavours to create and provide an environment that is free from
 discrimination and harassment including sexual harassment.
 
 The policy on Prevention of Sexual Harassment at Workplace aims at
 prevention of harassment of employees and lays down the guidelines for
 identification, reporting and prevention of undesired behaviour.
 
 During the year ended 31st March 2015, there were nil complaints
 recorded pertaining to sexual harassment.
 
 Secretarial Audit Report
 
 Pursuant to the provisions of section 134(3) and section 204 of
 Companies Act, 2013 read along with the rules made thereunder, the
 Board of Directors of the Company appointed Mr. Prasen Naithani of P
 Naithani & Associates, Company Secretaries in Practice, to conduct the
 Secretarial Audit. The Secretarial Audit Report for the financial year
 ended 31st March, 2015 forms part of this Report and is annexed
 herewith as ''Annexure D''.
 
 The Secretarial Audit Report confirms that the Company has complied
 with all the applicable provisions of the Companies Act, 2013,
 Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996,
 the Foreign Exchange Management Act, 1999 to the extent applicable to
 Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI),
 all the Regulations and Guidelines of SEBI as applicable to the
 Company, including the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,
 the Securities and Exchange Board of India (Prohibition of Insider
 Trading) Regulations, 1992, Listing Agreements with the Stock Exchanges
 and the Memorandum and Articles of Association of the Company.
 
 Response to secretarial auditors remarks/observations, if any
 
 In response to secretarial auditor''s remarks made in the Secretarial
 Audit Report annexed herewith as ''Annexure D'', we have to inform you
 that the Company is in the process of identifying a suitable woman
 candidate with relevant experience for the role of Director.
 
 Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually as well
 as the evaluation of the working of its Audit, Nomination &
 Remuneration and Compliance Committees. The manner in which the
 evaluation has been carried out has been explained in the Corporate
 Governance Report.
 
 Appreciation
 
 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
 Customers.
 
                                        For and on behalf of the Board
                                       
                               Raj K. Chandaria     Anish K. Chandaria
                               Vice Chairman &      Managing Director & 
                               Managing Director    CEO
                                   
                                DIN: 00037518       DIN: 00296538
 
                                Place : Mumbai
                                Dated : 28th May, 2015
Source : Dion Global Solutions Limited
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