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Aegis Logistics

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Directors Report Year End : Mar '16    « Mar 15
The Directors have pleasure in presenting the 59th Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 March 2016.
 
 Financial Performance
 f
                                                       (Rs. in crores)
 
                           Group Consolidated        Company Standalone
 
                        2015-16        2014-15    2015-16       2014-15
 
 Revenue from 
 Operation              2213.22        3916.00     357.35        345.22
 
 Profit before 
 Finance cost 
 (as mentioned
 below), 
 Depreciation 
 and Tax *               191.18         184.30      93.19        156.66
 
 Finance Cost 
 [including Interest 
 (Net),
 
 Hedging Cost& 
 Foreign Exchange
 Loss
 (Gain)]                  15.09          19.12       7.74         11.88
 
 Depreciation             23.42          22.96      11.55         12.24
 
 Profit before 
 tax                     152.67         142.22      73.90        132.54
 
 Provision for 
 taxation -Current 
 Tax                      22.55          26.35      19.71         22.14
 
 -Deferred                 3.98           3.56       0.32          2.56
 
 Net Profit after 
 tax                     126.14         112.31      53.87        107.83
 
 Less: Minority 
 Interest                 12.81           8.90          -             -
 
 Net Profit for 
 the Year                113.33          103.41     53.87        107.83
 
 Balance in 
 statement of 
 Profit & Loss           140.87          220.33    138.15        198.80
 
 Profit available 
 for Appropriations      254.20          323.29    192.02        306.63
 Less: Appropriations
 
 Transfer to General         -                        -
 Reserves                               (150.00)                (150.00)
 
 Transfer to 
 Debenture 
 Redemption
 Reserve                 (9.82)           3.36     (1.25)          5.00
 
 Transfer to 
 Capital Redemption 
 Reserve                    -           (12.00)       -             -
 
 Interim Dividend  
 {Rs.7.50 (Previous 
 Year
 Rs. 2.50) per share}   (30.06)         (25.05)   (30.06)        (25.05)
 
 Corporate Dividend 
 Tax thereon             (6.12)           1.27     (6.12)          1.56
 
 Corporate Dividend 
 Tax on Preference
 
 Share Dividend 
 declared by a 
 Subsidiary
 Company                     -               -         -             -
 
 Proposed Dividend 
 - Final                     -               -         -             -
 
 Corporate Dividend 
 Tax thereon                 -               -         -             -
 
 Closing Balance        208.20           140.87    154.59        138.15
 
 *Normalised EBIDTA
 
 Operating Performance:
 Company Standalone
 
 Revenue from operations increased marginally by 3.51% at Rs. 357.35
 crores (previous year Rs. 345.22 crores). The Gross Profit (before net
 interest, depreciation, tax, hedging cost & foreign exchange loss
 (gain), PBIDT decreased to Rs.93.19 crores (previous year Rs. 156.66
 crores) on account of lower other income. Profit before Tax was lower
 at Rs.73.90 crores (previous year Rs. 132.54 crores) and Profit after
 Tax decreased to Rs. 53.87 crores (previous year Rs. 107.83 crores) due
 to lower other income.
 
 Group Consolidated
 
 The Operating performance of the Group has shown improvement. The
 Revenue for the year decreased to Rs. 2213.22 crores (previous year Rs.
 3916.00 crores) on account of lower commodity prices. The Profit before
 Tax for the year rose to Rs. 152.67 crores (previous year Rs. 142.22
 crores) an increase of 7.35% on year on year basis. The Profit after
 Tax for the year rose to Rs. 126.14 crores (previous year Rs. 112.31
 crores), an increase of 12.31% on year on year basis.
 
 Liquid Segment
 
 Revenues of the group for Liquid Division were higher for the year by
 11.21% at Rs. 170.60 crores (previous year Rs. 153.40 crores) due to
 better capacity utilization. Normalised EBITDA increased to Rs. 102.38
 crores compared to Rs. 97.39 crores in previous year, an increase of
 5.12%. The revenues and margins continued to remain strong.
 
 Gas Segment
 
 The revenue for Gas Division during the year was Rs. 2042.62 crores
 (previous year Rs. 3762.60 crores) on account of lower LPG prices. The
 normalized EBITDA increased to Rs. 121.23 crores as compared to Rs.
 84.65 crores in previous year, mainly due to improved margins and
 higher throughput volumes.
 
 Outlook for the Group
 
 The oil, gas and chemical logistics business continues to show good
 potential as India''s import and exports of oil products, LPG and
 chemicals increase.
 
 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. A new LPG terminal is under construction at
 Haldia and a new liquids terminal is planned at Kandla.
 
 Dividend
 
 The company continues to evaluate and manage its dividend policy to
 build long term shareholder value. The Directors recommended three
 interim dividends during the financial year ended 31st March, 2016
 aggregating to total dividend of 90% i.e. Rs. 0.90 per share of Rs. 1/-
 each (previous year Rs. 7.25 per share of Rs. 10/- each).
 
 New Projects and Expansion
 
 In light of increased demand for LPG in the region, the company
 recently tripled its LPG storage capacity at Pipavav to 8,100 MT This
 additional capacity will be available for use in FY 2016-17
 
 The Company is setting up a fully refrigerated LPG terminal at Haldia
 Dock Complex, West Bengal, with a static storage capacity of 25,000 MT
 and throughput capacity of 1,500,000 MT per annum. Terminal
 construction is underway with all the requisite environmental permits
 secured and is expected to be commissioned in 2017-18. This will be the
 largest LPG terminal in the Aegis portfolio. The Company has also
 signed a 20 year Memorandum of Understanding (MoU) with a large public
 sector unit as the anchor customer for use of this terminal.
 
 The Company is expanding its Haldia liquids terminal by adding 25,000
 KL of storage capacity which is expected to be commissioned in Q4
 FY16-17.
 
 The Company has initiated a project of debottlenecking of Mumbai LPG
 terminal by connecting it by pipeline to the Uran-Chakan cross country
 LPG pipeline. This will result in increased throughput capacity and
 less road movement of LPG.
 
 In Kandla, the Company is building 100,000 KL of liquid capacity for
 chemicals and petrochemicals, which is expected to be commissioned in
 Q1 FY 17-18.
 
 The company continues to look for opportunities to lease or acquire
 land at major and minor ports in India.
 
 Allotment of Land at Ports
 
 Aegis Group is continuing with its strategy of adding more terminals to
 its portfolio, offering its customers logistics services at every major
 gateway into and out of India. With the additional land allotments,
 Aegis Group is continuing its strategy of building a necklace of port
 terminals around India''s coast line. The company already has additional
 land at the key ports of Pipavav, Haldia, New Mangalore, Kandla and
 Kochi available for new projects and will continue to evaluate new
 opportunities for land at all ports.
 
 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).
 
 India Ratings and Research (Ind-Ra) has assigned the Company a
 Long-Term Issuer Rating of ''IND AA.  The Outlook is Stable.
 
 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 are prepared in accordance with
 the Accounting Standard (AS 21) 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, 2016 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.aeqisindia.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.aeqisindia.com.
 
 Subsidiary Companies
 
 The Company has nine subsidiaries (out of which, seven are wholly owned
 subsidiaries) as on 31st March, 2016 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. 48.58 Crores (Previous year Rs. 39.38 Crores), increase of
 23.34% on YoY basis on account of product mix. Net Profit after Tax was
 recorded at Rs. 33.29 Crores (Previous year Rs. 23.91 Crores), an
 increase of 39.20%.
 
 Aegis Gas (LPG) Private Limited (wholly owned subsidiary)
 
 The revenue for the year has decreased to Rs. 105.09 Crores as against
 Rs. 111.21 Crores of the previous year on account of lower commodity
 prices. The Company commissioned its additional Gas Storage Terminal
 capacity 2700 MT Profit after tax was therefore higher at Rs. 15.64
 Crores as compared to Rs. 12.58 Crores in previous year.
 
 Hindustan Aegis LPG Limited (wholly owned subsidiary)
 
 During the year 2015-16, the operating revenue decreased to Rs. 1215.59
 Crores from Rs. 2789.15 Crores in previous year on account of lower
 volumes and prices. Profit after tax for the year ended 31st March,
 2016 was Rs. 11.38 Crores as compared to profit of Rs. 5.40 Crores in
 previous year.
 
 Konkan Storage Systems (Kochi) Private Limited (wholly owned
 subsidiary)
 
 During the year under review, the Income was Rs. 4.55 Crores as against
 Rs. 4.85 Crores in the previous year. The company made a net profit of
 Rs. 0.65 Crore as against Rs. 1.53 Crore in the previous year.
 
 Aegis Group International Pte. Limited
 
 The revenue for the year has decreased to Rs. 1500.44 Crores as against
 Rs. 3374.32 Crores of the previous year. Profit after tax for the year
 ended 31st March, 2016 was Rs. 11.22 Crores as compared to profit of
 Rs. 16.09 Crores in previous year.  Aegis International Marine Services
 Pte. Limited (wholly owned subsidiary)
 
 The revenue for the year has decreased to Rs. 8.82 Crores as against
 Rs. 41.22 Crores of the previous year on account of lower volumes. Loss
 for the year ended 31st March, 2016 was Rs. 0.06 Crore as compared to
 profit of Rs. 0.31 Crore in previous year.
 
 Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)
 
 The Company incurred normal expenditure of Rs. 0.20 lacs during the
 year (Previous year Rs. 0.26 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. 0.20 lacs during the
 year (Previous year Rs. 0.27 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. 0.59 lacs during the
 year (previous year Rs. 0.58 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 total amount of fixed deposits matured and remaining unclaimed with
 the Company as on 31st March, 2016 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 ''Schedule V of
 SEBI (Listing Obligations and Disclosure Requirements) Regulations,
 2015 (SEBI LODR) together with a certificate of compliance from the
 Auditors, forms part of this report.
 
 Management Discussion and Analysis
 
 In compliance with ''Schedule V of SEBI (Listing Obligations and
 Disclosure Requirements) Regulations, 2015, 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 BSE Ltd.
 and National Stock Exchange of India Ltd. and the stipulated Listing
 Fees for the financial year 2016-17 have been paid to both the Stock
 Exchanges.
 
 During the year, the Company has sub-divided (split) its equity share
 from the face value of Rs. 10/- each into Re. 1/- each.
 
 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 2016-17 have
 been paid.
 
 Change in Registrar and Transfer Agent
 
 The Board of Directors of the Company has on 10th May, 2016 duly
 approved the appointment of M/s. Link Intime India Pvt. Ltd. as
 Registrar & Share Transfer Agent of the Company w.e.f. 21st May, 2016
 in place of M/s. Sharepro Services (India) Private Limited, the
 Company''s existing Registrar and Share Transfer Agent of the Company
 whose services are terminated w.e.f. closure of business hours on
 Friday, 20th May, 2016.
 
 The aforesaid was done in accordance with SEBI''s Interim Order
 WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016.
 
 Directors & Key Management Personnel Pursuant to section 152 of the
 Companies Act, 2013, Mr. Anil M.  Chandaria, Director of the Company
 retires by rotation and being eligible, offers himself for
 re-appointment.
 
 Pursuant to section 161 of the Companies Act, 2013, during the year
 Board of Directors, on recommendation of Nomination and Remuneration
 Committee, had appointed Ms. Poonam Ravi Kumar as Additional Director
 in the category Independent at their meeting held on 11th August, 2015
 and Mr. Raj Kishore Singh as Additional Director at their meeting held
 on 10th March, 2016. Both the Directors will hold office upto the
 ensuing Annual General Meeting. Appropriate resolutions for the
 appointment/ re-appointment of the Directors are being placed for
 approval of the members at the Annual General meeting. Your Directors
 recommend the appointment of Ms. Poonam Ravi Kumar as Independent
 Director to hold office upto 5 (five) consecutive years up to 10th
 August, 2020 and appointment of Mr. Raj Kishore Singh as a Director at
 the ensuing Annual General Meeting.
 
 Disclosure from Independent Directors
 
 Pursuant to the provisions of Section 134 of the Companies Act, 2013
 with respect to the declaration given by the Independent Director of
 the Company under Section 149(6) of the Companies Act, 2013, the Board
 hereby confirms that all the Independent Directors have given
 declarations and further confirms that they meet the criteria of
 Independence as per the provisions of Section 149(6) read with SEBI
 (Listing Obligations & Disclosure Requirements) Regulations, 2015.
 
 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 (2) & (3) 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 2016 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 Regulation 22 of SEBI LODR, have
 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 Regulation 19 of SEBI LODR, 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
 provided 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.aeqisindia.com/Corporate_Governances.  aspx.
 
 Development and implementation of Risk Management Policy
 
 The Company has constituted a Risk Management Committee which is not a
 mandatory requirement 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.
 
 The details of Committee and its terms of reference are also set out in
 the Corporate Governance Report forming part of the Board''s Report.
 
 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, 2016, 5 Board Meetings were held on
 the following dates:
 
 1.  28/05/2015
 
 2.  11/08/2015
 
 3.  03/11/2015
 
 4.  28/01/2016
 
 5.  10/03/2016
 
 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 2016, 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, 2016 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.
 
 Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
 (10) SEBI LODR, 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 : 30th May, 2016
Source : Dion Global Solutions Limited
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