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Aegis Logistics

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Directors Report Year End : Mar '17    Mar 16

To the Members of the Company:

The Directors have pleasure in presenting the 60th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2017.

Financial Performance

(Rs. in crores)

Group Consolidated

Company Standalone

2016-17

2015-16

2016-17

2015-16

Revenue from Operation

3932.81

2213.22

391.11

357.35

Profit before Finance cost (as mentioned below), Depreciation and Tax *

213.83

191.18

117.64

93.19

Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]

17.83

15.09

8.34

7.74

Depreciation

24.30

23.42

11.39

11.55

Profit before tax

171.70

152.67

97.91

73.90

Provision for taxation - Current Tax

33.01

22.55

30.44

19.71

- Deferred

4.69

3.98

4.54

0.32

Net Profit after tax

134.00

126.14

62.93

53.87

Less: Minority Interest

13.74

12.81

-

-

Net Profit for the Year

120.26

113.33

62.93

53.87

Balance in statement of Profit & Loss

208.20

140.87

154.59

138.15

Profit available for Appropriations

328.46

254.20

217.52

192.02

Less: Appropriations Transfer to General Reserves

Transfer to Debenture Redemption Reserve

(3.87)

(9.82)

(1.25)

(1.25)

Transfer to Capital Redemption Reserve

(38.00)

-

-

-

Interim Dividend {Re.0.70 (Previous Year Re. 0.90) per share}

(23.38)

(30.06)

(23.38)

(30.06)

Corporate Dividend Tax thereon

(3.37)

(6.12)

(3.37)

(6.12)

Corporate Dividend Tax on Preference Share Dividend declared by a Subsidiary Company

(0.15)

Closing Balance

259.68

208.20

189.51

154.59

*Normalised EBIDTA

Operating Performance: Company Standalone

Revenue from operations increased marginally by 9.45% at Rs. 391.11 crores (previous year Rs. 357.35 crores). The Gross Profit (before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain), PBIDT increased by 26 % to Rs. 117.64 crores (previous year Rs. 93.19 crores). Profit before Tax was higher at Rs. 97.91 crores (previous year Rs. 73.90 crores) an increase by 32.49% and Profit after Tax increased by 16.82% to Rs. 62.93 crores (previous year Rs. 53.87 crores).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 77.70% to Rs. 3932.81 crores (previous year Rs. 2213.22 crores) on account of higher volumes. The Profit before Tax for the year rose to Rs. 171.69 crores (previous year Rs. 152.67 crores) an increase of 12.46% on year on year basis. The Profit after Tax for the year rose by 6.23% to Rs. 134 crores (previous year Rs. 126.14 crores).

Liquid Segment

Revenues of the group for Liquid Division is Rs. 153.88 crores (previous year Rs. 170.60 crores). Normalized EBITDA was Rs.90.70 crores compared to Rs. 102.38 crores in previous year. The revenues and margins were stable.

Gas Segment

The revenue for Gas Division during the year was Rs. 3778.92 crores (previous year Rs. 2042.62 crores) on account of higher volumes. The normalized EBITDA increased to Rs. 155.42 crores as compared to Rs. 121.23 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 and chemicals increase in line with the growth of the Indian economy. As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the outlook for the group remains positive.

Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Directors recommended two interim dividends during the financial year ended 31st March, 2017 aggregating to total dividend of 70% i.e. Re. 0.70 per share of Re. 1/- each. Further, the Board of Directors of the Company at its meeting held on 30th May, 2017 has recommended the Final Dividend of 35% i.e Re. 0.35 per share of Re. 1/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company''s website at http://www.aegisindia.com/Corporate Governances.aspx.

New Projects and Expansion

In light of increased demand for LPG in the region, the group embarked on a further expansion of its LPG storage capacity in Pipavav from 8,100 MT to 18,300 MT, an increase of 10,300 MT. This capacity will be commissioned in FY 2017-18.

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 2,500,000 MT per annum. Terminal construction is underway with all the requisite environmental permits secured and is nearing completion. 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 has now been commissioned.

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. The project is nearing completion and will be fully commissioned in FY 17-18.

The company continues to look for opportunities to lease or acquire land at major and minor ports in India.

Credit Rating

The credit rating agency, Credit Analysis & Research Ltd. (CARE) has continued to assign a short term credit rating of CARE ‘A1 '' (A One Plus) and has revised the long term rating to CARE ‘AA'' (Double A) from CARE ‘AA-'' (Double A Minus).

India Ratings & Research (Ind-Ra) has continued to assign the short term credit rating of CARE‘A1 ''

(A One Plus) and Long-Term Issuer Rating of ‘IND AA'' (Double 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, 2017 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.

Indian Accounting Standards (IND AS)

The Ministry of Corporate Affairs, vide notification dated February 16, 2015, notified the Companies (Indian Accounting Standard Rules), 2015, in pursuance of which, the Company and its subsidiaries shall adopt IND AS with effect from April 1, 2017.

Subsidiary Companies

The Company has nine subsidiaries (out of which, seven are wholly owned subsidiaries) as on 31st March, 2017 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 (“SCL”)

During the year under review, the Company''s Bulk Liquid terminal continued operations at full capacity. The Company recorded a Turnover of Rs. 48.83 Crores (Previous year Rs. 48.58 Crores), increase of 0.5% on YoY basis on account of product mix. Net Profit after Tax was recorded at Rs. 35.91 Crores (Previous year Rs. 33.29 Crores), an increase of 7.8%.

During the year, the Company provided an Exit Offer to the shareholders of Sea Lord Containers Limited pursuant to Securities Exchange Board of India (“SEBI”) Circular No. SEBI/HO/MRD/DSA/ CIR/P/2016/110 dated October 10, 2016. As on March 31, 2017, the Company holds 92.26% Equity Shares of Sea Lord Containers Limited.

Further, during the financial year F.Y. 2016-17, Sea Lord Containers Limited redeemed its entire Non-Cumulative Redeemable Preference Shares aggregating to Rs. 38 Crores, which were held by the Company.

Aegis Gas (LPG) Private Limited (wholly owned subsidiary)

During the year under review, the revenue for the year has increased to Rs. 115.41 Crores as against Rs. 105.09 Crores of the previous year on account of increased volumes. Profit after tax was Rs. 12.22 Crores as compared to Rs. 15.64 Crores in previous year.

During the year under review, the Liquid storage terminal undertaking of the Aegis Gas (LPG) Private Limited located at Pipavav Port was acquired by the Company along with all assets and liabilities.

Hindustan Aegis LPG Limited (wholly owned subsidiary)

During the year under review, the operating revenue decreased to Rs. 42.83 Crores from Rs. 1215.59 Crores in previous year on account of lower volumes. Loss for the year ended 31st March, 2017 was Rs. 0.46 Crores as compared to profit of Rs. 11.38 Crores in previous year.

During the year, the under construction LPG Assets at Haldia Dock Complex, West Bengal of the Company was transferred to Hindustan Aegis LPG Limited.

Konkan Storage Systems (Kochi) Private Limited (wholly owned subsidiary)

During the year under review, the Income was Rs. 6.66 Crores as against Rs. 4.55 Crores in the previous year on account of improved utilisation of capacity. The company made a net profit of Rs. 1.95 Crore as against Rs. 0.65 Crore in the previous year.

Aegis Group International Pte. Limited

The revenue for the year increased to Rs. 3365.32 Crores as against Rs. 1500.44 Crores of the previous year on account of higher volumes. Profit after tax for the year ended 31st March, 2017 was Rs. 23.42 Crores as compared to profit of Rs. 11.22 Crores in previous year.

Aegis International Marine Services Pte. Limited (wholly owned subsidiary)

The revenue for the year has increased to Rs. 15.69 Crores as against Rs. 8.82 Crores of the previous year on account of higher volumes. Loss for the year ended 31st March, 2017 was Rs. 0.04 Crore as compared to loss of Rs. 0.06 Crore in previous year. During the year, the Company further invested USD 20,000, at par in Aegis International Marine Services Pte. Limited for its working capital needs.

Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.23 Lacs during the year (Previous year Rs. 0.20 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. 0.23 Lacs during the year (Previous year Rs. 0.20 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. 0.59 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, 2017 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 2017-18 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 2017-18 have been paid.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act, 2013, Mr. Raj K. Singh, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

During the year, the Company''s Chairman Mr. Kapoorchand M. Chandaria left for heavenly abode on 27th September, 2016. The Board placed on record their sincere appreciation for the Chairman, who was a guiding force to the Company since past several years.

Mr. Rajnikant J. Karavadia and Mr. Dineshchandra J. Khimasia, Non - Executive Independent Directors of the Company resigned w.e.f. 8th November, 2016 and 4th May, 2017 respectively due to their ill health. The Board placed on record their sincere appreciation for their long association with the Company.

Mr. Jaideep D. Khimasia was appointed as an Additional Director (category Independent) w.e.f. 11th May, 2017 subject to approval of members at the ensuing Annual General Meeting. Mr. Jaideep D. Khimasia is qualified as a B. E Production from Bharati Vidyapeeth, University of Poona and has over 25 years of management experience in fields related to Project Management with contributions in various quality assurance and process improvement initiatives of various Multi-National Corporations. Your Directors recommend the appointment of Mr. Jaideep D. Khimasia as Independent Director to hold office up to 5 (five) consecutive years up to 10th May, 2022 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 (hereinafter referred to as “The Act”) , the Company at its Annual General Meeting (“AGM”) 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 AGM (i.e. 60th AGM).

Accordingly, as per the provisions of the Act applicable to the Company, it is mandatory to rotate the Statutory Auditors at the ensuing Annual General Meeting and therefore the Board recommends to appoint a reputed firm M/s. P.D.Kunte & Co., Chartered Accountants as statutory auditors for a period of 5 years commencing from the conclusion of 60th AGM till the conclusion of the 65th AGM, subject to ratification by the members at every AGM.

M/s. P. D. Kunte & Co, Chartered Accountants was established in 1970 and is a well-known niche firm of Chartered Accountants in Mumbai, India. The Firm has a rich background and excellent collective experience across various sectors and industries particularly in servicing medium sector corporates.

The firm, it''s partners and qualified personnel have a rich collective experience of over 40 years.

The Company has received a written consent and a certificate from M/s. P. D. Kunte & Co., Chartered Accountants to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such appointment.

Your directors recommend their appointment at the ensuing Annual General Meeting of the Company.

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. To control VOC Emission Company has installed Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on loading points.

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

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as Annexure - ‘B’ to the Board''s Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report. However, in terms of Section 136 of the Companies Act 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding such information. The said information is available for inspection at the registered office of the Company during working hours. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2017 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 of the company for that year;

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 total three members out of which two are Non-Executive Independent Directors, and one is an Executive Director:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Anish K. Chandaria

3. Mr. Jaideep D. Khimasia

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 there under 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 - ‘C’ 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 has duly constituted a Nomination and Remuneration (N&R) Committee comprising of the following members:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

The N&R Committee identifies 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 - ‘D’ 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 compliance with the provisions of the Companies Act, 2013 and on the 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

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. Kanwaljit S. Nagpal

3. Mr. Rajiv 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, 2017, 4 Board Meetings were held on the following dates:

1. 30/05/2016

2. 05/08/2016

3. 07/11/2016

4. 02/02/2017

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 2017, 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 there under, 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, 2017 forms part of this Report and is annexed herewith as Annexure - ‘E’.

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, 2015, Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

Business Responsibility Report

The Company is amongst top 500 listed entities based on the market capitalization, “Business Responsibility Report” describing the initiatives taken by the Company from an environmental, social and governance perspective in compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed herewith as Annexure - ‘F’.

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, 2017

Source :
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