Aegis Logistics Directors Report, Aegis Logistics Reports by Directors
Aegis Logistics
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Directors Report Year End : Mar '14    « Mar 13
To the Members of the Company:
 The Directors have pleasure in presenting the 57th Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 March 2014.
 Financial Performance
                                                     (Rs. in crores)
                                 Group Consolidated   Company Standalone
                                 2013-14    2012-13   2013-14    2012-13
 Revenue from Operation          5030.87    3981.64    370.85    383.77
 Profit before Finance 
 cost (as mentioned below),       120.72     134.66     55.90     70.82
 Depreciation and Tax *
 Finance Cost {including 
 Interest (Net), Hedging 
 Cost &                            18.64      62.39     11.61      5.10
 Foreign Exchange
 Loss (Gain)}
 Depreciation                      22.18      19.06     13.44     11.88
 Profit before tax                 79.90      53.21     30.85     53.84
 Provision for 
 taxation - Current Tax            13.53      17.83     11.09     14.96
          - Deferred               (2.30)      0.23      0.34     (1.19)
 Net Profit after tax              68.68      35.15     19.41     40.07
 Less: Minority 
 Interest                           7.62       1.55         —         —
 Net Profit for 
 the Year                          61.06      33.60     19.41     40.07
 Balance in statement 
 of Profit & Loss                 182.98     168.98    203.09    181.69
 Profit available 
 for Appropriations               244.04     202.58    222.50    221.76
 Less: Appropriations
 Transfer to General 
 Reserves                          (1.94)     (4.01)    (1.94)    (4.01)
 Transfer to Debenture 
 Redemption Reserve                (1.25)         —     (1.25)        —
 Interim Dividend 
 {Rs.2.50 (Previous 
 Year Rs. 1.75) per                (8.35)     (5.84)    (8.35)    (5.84)
 Corporate Dividend 
 Tax thereon                       (1.42)     (0.02)    (1.42)    (0.02)
 Corporate Dividend 
 Tax on Preference Share 
 Dividend                              —      (0.93)        —         —
 declared by a Subsidiary 
 Proposed Dividend - Final         (9.18)     (7.52)    (9.18)    (7.52)
 {Rs.2.75 (Previous Year 
 Rs.2.25) per share}
 Corporate Dividend Tax 
 thereon                           (1.56)     (1.28)    (1.56)    (1.28)
 Closing Balance                  220.34     182.98    198.80    203.09
 *Normalised EBITDA
 Operating Performance:
 Company Standalone
 Revenue from operations decreased marginally by 3.37 % at Rs. 370.85
 crores (previous year Rs. 383.77 crores). The Gross Profit (before net
 interest, depreciation, tax, hedging cost & foreign exchange loss
 (gain), PBIDT, decreased to Rs.55.90 crores (previous year Rs. 70.82
 crores) on account of lower other income. Profit before Tax was at
 lower at Rs. 30.84 crores (previous year Rs.53.84 crores) and Profit
 after Tax decreased to Rs. 19.41 crores (previous year Rs. 40.07
 crores) due to lower other income and increase in finance and
 depreciation cost.
 Group Consolidated
 The Operating performance of the Group has shown improvement. The
 Revenue for the year increased to Rs. 5,030.87 crores (previous year
 Rs.3,981.64 crores). The Profit before Tax for the year rose to Rs.
 79.90 crores (previous year Rs. 53.21 crores) an increase of 50% on
 year on year basis. The Profit after Tax for the year rose to Rs. 68.68
 crores (previous year Rs.35.15 crores), an increase of 95 % on year-on
 year basis.
 Liquid Segment
 Revenues of the group for Liquid Division were higher for the year by
 21 % at Rs. 130.82 crores (previous year Rs.107.51 crores) due to an
 increase in capacity and better capacity utilization. Normalised EBITDA
 increased to Rs. 83.47 crores compared to Rs.61.23 crores in previous
 year, an increase of 36.32 %. The revenues and margins continued to
 remain strong.
 Gas Segment
 The revenue for Gas Division during the year was Rs. 4,900.05 crores
 (previous year Rs. 3,874 crores).  The revenues from LPG sourcing &
 terminal ling improved largely due to higher of-take by the national oil
 companies during the year. The normalized EBITDA decreased to Rs. 60.47
 crores as compared to Rs. 95.14 crores, mainly due to the decline in
 margins and also due to lower volumes handled in the retail and
 distribution business.
 Outlook for the Group
 The oil, gas and chemical logistics business continues to show good
 potential as India''s consumption of petroleum, LPG and chemicals
 The Company is poised to take advantage of these growth opportunities
 by setting up additional capacities of liquid and gas terminals at
 various ports with intermodal transport connectivity.
 The Company follows a clear strategy: to build a necklace of oil, LPG
 and bulk liquid chemical terminals around the coastline of India at key
 ports and to develop a retail LPG distribution network of Auto gas
 stations and packed cylinder distributors.
 The company continues to evaluate and manage its dividend policy to
 build long term shareholder value.  The Directors are pleased to
 recommend a final dividend of 27.5 % i.e. Rs. 2.75 per share
 aggregating to total dividend of 52.5 % i.e. Rs. 5.25 per share
 (including interim dividend of Rs.2.50 per share) for the year ended
 31st March, 2014 (previous year Rs.4.00 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, 18th July, 2014.
 New Projects and Expansion
 The Group has continued to expand its presence in ports across the
 country in the context of expectations of continued growth in the
 imports and exports of bulk liquids and gases.
 The Greenfield project of setting up a liquid terminal of 60,190 KL at
 Haldia has been completed and commissioned. The expanded facilities at
 Haldia shall enable the Company to service clients in the eastern and
 north-eastern states of India, as well as Nepal.
 The Pipavav - Phase I Greenfield project was initiated in February 2013
 to set up a liquid terminal of 1,20,000 KL and double storage capacity
 of the pressurized gases terminal to 5,400 MT. The Company has
 successfully part commissioned its liquids terminal six months ahead of
 the schedule. This project is well under way to full completion and
 will be fully commissioned during 2014-15. The expanded facilities at
 Pipavav Port will enable the Company to expand its horizons by catering
 to markets in northern and north-western India. The port is close to the
 main maritime trade routes linking Europe & Middle East with Asia
 giving an opportunity to the Company to handle products for the
 countries from this region as well. Post expansion the total capacity
 is set to reach over 5,00,000 KL in the Liquid Division and about
 8,50,000 MT of throughput capacity in the Gas Division
 The Company has acquired bottling plants in south India to widen the
 gas retailing distribution network and which would also help in more
 cost effective logistics of auto gas and packed cylinders.
 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). Pursuant to the change in
 the business model to reduce the impact of foreign exchange rate, the
 company is not exposed to currency fluctuation. The company hopes to
 upgrade the long term rating in the current financial year.
 Subsidiary Companies
 The Company has nine wholly or partially owned subsidiaries as on 31st
 March 2014 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
 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
 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 31st March
 2014 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.
 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 outstanding fixed deposit as at
 the close of the financial year ended 31st March 2014 amounted to Rs.
 0.41 crores.
 The Company has paid deposits of Rs. 1.27 crores, which fell due for
 repayment during the financial year. However, an amount of Rs. 0.07
 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.
 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 2014-15 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 2014-15 have
 been paid.
 Pursuant to section 152 of the Companies Act, 2013, Mr. Anil M.
 Chandaria, Director of the Company re- tires by rotation and being
 eligible, offers himself for re-appointment.
 As per the provisions of Companies Act, 2013, Independent Directors are
 required to give a declaration that they meet the criteria of
 Independence in the first Board Meeting in which they participate as
 Director and thereafter at the first meeting of the Board in each
 financial year. Accordingly, existing Di- rectors of the Company Mr.
 Dineshchandra J. Khimasia, Mr. Rajnikant J. Karavadia and Mr. Kanwaljit
 S.  Nagpal have declared their status of independence as per the
 criteria laid down under section 149(6) of the Companies Act, 2013. The
 Board of Directors on recommendation of Nomination and Remuneration
 Committee has perused their declarations and has found them to be
 meeting the criteria of independence. Further, in view of their
 experience and expertise relevant to the Company''s operations, your
 Directors has deemed it prudent to recommend to the shareholders at the
 ensuing Annual General Meeting their appointment as Independent
 Directors, not liable to retirement by rotation pursuant to the
 provisions of section 149, 152 read with schedule IV and other
 applicable provisions of the Companies Act, 2013.
 The Board of Directors at their meeting held on 29th May 2014, on
 recommendation of Nomination and Remuneration Committee has appointed
 Mr. Rahul Asthana as Additional Director of the Company pursuant to
 section 161 of the Companies Act, 2013, who shall hold Office up to the
 ensuing Annual General Meeting.  Further declaration as to Independence
 as per the criteria laid down under section 149(6) of the Companies
 Act, 2013 has also been received from Mr. Rahul Asthana and noted by
 the Board of Directors. The Company has received requisite notice from
 a member proposing Mr. Rahul Asthana for appointment as Independent
 Director. Your Directors therefore recommend the appointment of Mr.
 Rahul Asthana as Independent Director at the ensuing Annual General
 meeting to hold Office up to 5 (five) consecutive years up to 28th May
 In compliance with the Clause 49 IV (G) of the Listing Agreement, brief
 resume of the Directors, their expertise and other details of Directors
 proposed to be appointed/ re-appointed are provided in the Corporate
 Governance Report. Appropriate resolutions for appointment/
 re-appointment of the Directors are being placed for approval of the
 members at the ensuing Annual General Meeting.
 Mr. Ratilal P. Chandaria ceased to be a Director of the Company with
 effect from 13th October 2013 due to his demise, and 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 acknowledges their efforts and places on record its
 deep sense of appreciation of valuable contributions made by them.
 Pursuant to section 58 of the Limited Liability Partnership Act, 2008
 (LLP Act) read with General Circular No. 09/ 2013 dated 30th April,
 2013 issued by Ministry of Corporate Affairs, the Auditors of the
 Company, M/s. Deloitte Haskins & Sells, Chartered Accounts, Mumbai
 (ICAI Firm Registration No.  117366W) has been converted into Limited
 Liability Partnership (LLP) with the name Deloitte Haskins & Sells
 LLP (ICAI Firm Registration No. 117366W/ W-100018) with effect from
 20th November, 2013.
 The Auditors of the Company M/s. Deloitte Haskins & Sells LLP,
 Chartered Accountants, Mumbai, holds Office until the conclusion of the
 ensuing Annual General Meeting. As per the transition provisions of
 sections 139, 141 of the Companies Act, 2013 and rules made there under,
 the Board of Directors of the Company recommends for members approval
 the re-appointment of the Auditors to hold Office from the conclusion of
 this Meeting until the conclusion of the third consecutive Annual
 General Meeting hereafter (subject to ratification by the members at
 every Annual General Meeting). The Company has received a written
 consent and a certificate from the Auditors to the effect that their
 reappointment, if made, would be in accordance with the provisions of
 the Companies Act, 2013 and that they are not disqualified for such
 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
 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.
 World Environment Day, June 5th, was celebrated by planting 75 Saplings
 at the Terminals in Mumbai.  The Group increased the recycling of water
 to reduce fresh water consumption.
 Conservation of Energy, Technology Absorption, Exports & 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 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.
 Directors'' Responsibility Statement
 The Directors would like to inform the Members that the Audited
 Accounts for the financial year ended 31st March 2014 are in full
 conformity with the requirement of the Companies Act, 1956. The
 Financial Accounts are audited by the Statutory Auditors, Messrs
 Deloitte Haskins & Sells LLP.
 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 financial
 year and of the profits of the Company for that year;
 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
                        Raj K. Chandaria        Anish K. Chandaria
 Place: Mumbai          Vice Chairman &         Managing Director & CEO
 Dated: 29th May,2014   Managing Director
Source : Dion Global Solutions Limited
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