Aegis Logistics

Current     Previous
                                                     Year         Year
                                              Rs. in lacs  Rs, in lacs
 1. Contingent liabilities in respect of :-
 
 (a) Claims against the Company not acknowledged 
     as debts                                      12.00       12.00
 (b) Income Tax demands disputed in appeal         29.27      157.57
 
 (c) Estimated amount of contracts remaining to be executed on Capital
 Account and not provided for (Met of Advances)   567.09       48.64
 
 In respect of items mentioned under Paragraphs (a) and (b) above, till
 the matters are finally decided, the financial effect cannot be
 ascertained.
 
 2.  (i) Guarantees given to Banks against repayment of loans
 
 advanced from time to time to Sea Lord Containers Ltd., a Subsidiary of
 the Company to the extent of Rs. 45 crores (Previous year Rs. 45
 crores). The balance of such loan outstanding as at 31st March, 2009
 was Rs. 45 crores (Previous Year Rs. 45 crores)
 
 (ii) Guarantees given to Banks against repayment of working
 
 capital facilities advanced from time to time to Hindustan Aegis LPG
 Limited, an Associate of the Company to the extent of Rs.  42.50 crores
 (Previous year Nil). The amount of such facilities availed against
 guarantee as at 31st March, 2009 was Rs. 42.50 crores (Previous Year
 Nil )
 
 Notes:-
 
 1.  In case of previous year as employee wise break-up of contribution
 to LIC Group Gratuity Scheme is not ascertainable, the same has not
 been included in the above figures.
 
 2.  The appointment of Mr. R.K.Chandaria as Vice Chairman and Managing
 Director and Mr.A.K.Chandaria as Managing Director w.e.f. 31st March,
 2008 for a period of five years has been approved by the Shareholders
 in the annual general meeting held on 27th September 2008 subject to
 approval of Central Government in terms of Section 269 of the Companies
 Act, 1956 since both the Managing Directors are Non- Residents. The
 said approval is awaited.
 
 3.  During the year, the Company has passed by means of a Postal Ballot
 an ordinary resolution under section 198 read with Sections 269, 309
 and 310 of the Companies Act, 1956 for payment of Commission not
 exceeding 5% of its net profits as computed under section 349/350 of
 the Companies Act, 1956 to each of its Managing Directors i.e. Mr.
 R.K.Chandaria, Vice Chairman 8; Managing Director and Mr.
 A.K.Chandaria, Managing Director for a period of five years with effect
 from 1st April, 2008.
 
 4.  The Board of Directors has decided to pay commission @ 3% of its
 net profits as computed under section 349 of the Companies Act, 1956
 for the year ended 31st March, 2009 to each of these Managing
 Directors.
 
 5.  Accordingly, provision for commission of Rs.247.13 lacs has been
 made in the books which is within the permissible limits under the
 Companies Act, 1956. The remuneration payable to the Managing Directors
 as mentioned above is dependent upon the grant of approval by the
 Central Government of their appointments as aforesaid.
 
 3.  Segment Reporting - Basis of preparation
 
 The Company has identified two reportable business segments (Primary
 Segments) viz. Liquid Terminal Division and Gas Terminal Division.
 
 Liquid Terminal Division undertakes storage & terminalling facility of
 Oil & Chemical products.
 
 Gas Terminal Division relates to imports, storage & distribution of
 Petroleum products viz. LPG, Propane etc.
 
 Segments have been identified and reported taking into account, the
 nature of products and services, the differing risks and returns and
 the internal business reporting systems.
 
 During the year, investments made by the Company have exceeded 10% of
 its total assets. However, such investments have not exceeded 10% of
 its total assets as per Consolidated Financial Statement of the
 Company. Hence, Investments are not treated as separate reportable
 segment by the Company.  Consequently, Segment information has been
 presented on the basis of Accounting Standard (AS 17) Segment
 Reporting as applicable to the Consolidated Financial Statement of the
 Company as specified under Paragraph 4 of the said standard.
 
 The accounting policies adopted for the segment reporting are in line
 with the accounting policies of the company with the following
 additional policies for the segment reporting:
 
 (a) Revenue and expenses have been identified to segment on the basis
 of their relationship to the operating activities of the segment.
 Revenue and expenses which relate to the enterprise as a whole and are
 not allocable to segment on a reasonable basis have been disclosed as
 Other unallocable expenditure (net).
 
 (b) Segment assets and segment liabilities represent assets and
 liabilities in respective segments. It excludes investments, tax
 related assets and other assets and liabilities which cannot be
 allocated to a segment on a reasonable basis and hence have been
 disclosed as Other unallocable assets/ liabilities.
 
 4.  Segment Reporting - Basis of preparation
 
 The Company has identified two reportable business segments (Primary
 Segments) viz. Liquid Terminal Division and Gas Terminal Division.
 
 Liquid Terminal Division undertakes storage & terminalling facility of
 Oil & Chemical products.
 
 Gas Terminal Division relates to imports, storage & distribution of
 Petroleum products viz. LPG, Propane etc.
 
 Segments have been identified and reported taking into account, the
 nature of products and services, the differing risks and returns and
 the internal business reporting systems.
 
 During the year, investments made by the Company have exceeded 10% of
 its total assets. However, such investments have not exceeded 10% of
 its total assets as per Consolidated Financial Statement of the
 Company. Hence, Investments are not treated as separate reportable
 segment by the Company.  Consequently, Segment information has been
 presented on the basis of Accounting Standard (AS 17) Segment
 Reporting as applicable to the Consolidated Financial Statement of the
 Company as specified under Paragraph 4 of the said standard.
 
 The accounting policies adopted for the segment reporting are in line
 with the accounting policies of the company with the following
 additional policies for the segment reporting:
 
 (a) Revenue and expenses have been identified to segment on the basis
 of their relationship to the operating activities of the segment.
 Revenue and expenses which relate to the enterprise as a whole and are
 not allocable to segment on a reasonable basis have been disclosed as
 Other unallocable expenditure (net).
 
 (b) Segment assets and segment liabilities represent assets and
 liabilities in respective segments. It excludes investments, tax
 related assets and other assets and liabilities which cannot be
 allocated to a segment on a reasonable basis and hence have been
 disclosed as Other unallocable assets/ liabilities.
 
 5 SCHEME Of AMALGAMATION:
 
 i) The Scheme of amalgamation under Sections 391 to 394 of the
 Companies Act, 1956 between the Company and Tapi Finvest India Private
 Limited (TFIPL) (the Transferor company) and their respective
 shareholders and Creditors, for the merger of the entire undertaking of
 the Transferor company comprised of its entire business, assets,
 liabilities, rights and obligation etc. into the company with effect
 from the Appointed Date viz. 1st April 2008 has been approved by the
 Honble High Court of Gujarat vide its order dated 6th May,2009.
 
 ii) The erstwhile TF1PL was engaged in the business of Investment in
 Securities.
 
 iii) The amalgamation has been accounted for under the Pooling of
 Interest method as prescribed by the Accounting Standard (AS) 14 on
 Accounting for Amalgamations. Accordingly, the assets and liabilities
 of the erstwhile TF1PL have been transferred to the Company at values
 appearing in its books of accounts as on 1st April, 2008, being the
 appointed date.
 
 Pursuant to the scheme of amalgamation:
 
 b) The Companys investment in preference shares worth Rs.240 lacs
 represented by 24,00,000 preference shares of Rs. 10 each in TFIPL has
 been cancelled.
 
 c) All transactions between the Company and TFIPL on and from the
 appointed date have been eliminated.
 
 d) In accordance with the scheme, 137 equity shares of Rs. 10/- each
 fully paid up is to be issued and allotted by the Company to equity
 shareholders of TFIPL for every 100 equity shares of Rs. 10/- each held
 by them in TFIPL.
 
 e) Equity share capital to be issued to the shareholders of TFIPL as
 mentioned in (d) above, pending allotment as at 31st March, 2009, has
 been shown under Share Capital Suspense Account in Schedule 1A to the
 Balance Sheet.
 
 f) TFIPLs Investment of the face value of Rs.346.31 lacs in the
 companys equity shares has been cancelled. Consequently, paid up share
 capital of the Company has been reduced from Rs.1994.06 lacs divided
 into 1,99,40,585 equity shares of Rs. 10/- each to Rs. 1647.75 lacs -
 divided into 1,64,77,460 equity shares of Rs.10/- each. This
 cancellation which amounts to reduction of share capital has been
 treated as an integral part of the Scheme itself and the order of the
 High Court sanctioning the Scheme is deemed to be an order under
 section 102 of the Companies Act, 1956, confirming this reduction.
 Further difference between the cost of such shares cancelled over its
 paid up value amounting to Rs. 407.17 lacs has been debited to the
 Companys existing Capital Reserve (Demerger) Account as prescribed
 under the Scheme.
 
 g) Deficit amounting to Rs.99.37 lacs arising on account of the
 difference between the assets and liabilities of TFIPL after
 considering cost of amalgamation incurred by the Company over the paid
 up value of shares to be allotted to the shareholders of TFIPL has been
 debited to the Companys existing Capital Reserve (Demerger) account as
 prescribed under the Scheme.
 
 h) Certain assets and liabilities acquired pursuant to the above
 mentioned scheme are held by the Transferor company in its own name as
 on 31st March, 2009 pending completion of the relevant formalities of
 transfer.
 
 i) Authorised Share Capital of the Company has been increased by the
 authorised share capital of TFIPL in terms of above mentioned scheme.
 Consequently, authorised share capital of the Company has been
 increased from Rs.49,00,00,000 to Rs.52,00,00,000 in case of equity
 shares and from Rs. 1,00,00,000 to Rs. 7,00,00,000 in case of
 preference shares.
 
 j) In view of the aforesaid amalgamation with effect from 1st April,
 2008, the Figures for the current year are not comparable with those of
 the previous year.
 
 iv) During the year, Tapi Finvest India Private Limited (TFIPL), the
 amalgamating company declared an interim dividend to its shareholders.
 The amount appearing in Appropriations in the Profit and Loss account
 represents dividend paid to its shareholders. Prior to declaring an
 interim dividend, TFIPL paid dividend on its preference shares which
 were solely held by the Company. Consequent, to amalgamation as
 mentioned above, dividend income on the Companys preference shares
 held in TFIPL and TFIPLs appropriation of this preference share
 dividend from its profits have been eliminated.
 
 v) During the year, the Company declared an interim dividend on 23rd
 April,2009 which also includes dividend on shares held by TFIPL in the
 company as provided in the scheme of amalgamation as mentioned above.
 For the purpose of presentation, same has been eliminated from proposed
 dividend and dividend income.
 
 6 The amount of exchange loss (net of gain) debited to the Profit
 and Loss Account is Rs.76.06 Lacs (Previous Year exchange gain (net of
 loss) of Rs. 76.57 lacs) .
 
 7 There are no Micro.Small and Medium Enterprises, as defined in the
 Micro, Small, Medium Enterprises Development Act, 2006, to whom the
 Company owes dues on account of principal amount together with interest
 and accordingly no additional disclosures have been made.
 
 The above information regarding Micro, Small and Medium Enterprises has
 been determined to the extent such parties have been identified on the
 information available with the Company. This has been relied upon by
 the auditors.
 
 8 The details of derivative instruments and foreign currency
 exposures are as under:
 
 a) Forward contracts outstanding in USD 48.03 lacs (equivalent to
 Rs.2380.67 lacs) as on 31st March, 2009.  (Previous Year USD 10.00 lacs
 equivalent to Rs.402.30 lacs)
 
 b) The year end foreign currency exposures not hedged by a derivative
 instrument or otherwise are for Import of goods amounting to USD Mil
 (Previous Year USD 50.69 lacs) equivalent to Rs.nil (Previous Year Rs.
 2028.17 lacs).
 
 (a) Loans and advances to employees and investments by such employees
 in the shares of the Company are excluded from the above disclosure.
 
 (b) In respect of the above loans there is no repayment schedule and
 they are repayable on demand.
 
 (c) In respect of the loan of Rs. 1581.44 lacs (Previous Year Rs.
 1276.1 1 lacs) given to Konkan Storage Systems (Kochi) Private Limited,
 and loan of Rs. 63.64 lacs (Previous Year Rs.61.89 lacs) given to
 Eastern India LPQ Company Private Limited, wholly owned subsidiaries of
 the Company, no interest is charged.
 
 However, the provisions of Section 372A of the Companies Act, 1956 are
 not applicable to loans covered under (c) above in view of the loanees
 being wholly owned subsidiaries of the Company.
 
 9 The Company holds 2,22,001 equity shares of Rs. 10 each and
 400,000 preference shares of Rs. 100/- each aggregating to Rs. 433.53
 lacs in Hindustan Aegis LPQ Limited (HALPG), an associate company. As
 per the audited accounts of HALPQ for the year ended 31st March, 2009,
 the accumulated losses are Rs.  166.28 lacs as against the paid up
 capital of Rs. 520 lacs. Consequently, there is a fall in the value of
 the investments. However, in view of the fact that these investments
 are held as strategic, long term investments and the Company expects
 improvement in the long run, no provision is considered necessary in
 the accounts of the company, for the diminution in the value of the
 investments in the associate company.
 
 10 The Company holds 100,000 equity shares of Rs. 10 each amounting
 to Rs. 10 lacs in fvonkan Storage Systems (Kochil Private Limited
 (Konkan), a wholly owned subsidiary of the Company. The Company has
 also given a loan of Rs. 1581.44 lacs. As per the audited accounts of
 Ixonkan for the year ended 31st March, 2009, the accumulated losses are
 Rs. 507.97 lacs as against the paid up capital of Rs. 10 lacs.
 Consequently, there is a fall in the value of the investments and
 ability of the Company to repay the loan is also impaired.  However, in
 view of the fact that these investments are held as strategic, long
 term investments and the Company expects improvement in the long run,
 no provision is considered necessary in the accounts of the company,
 for the diminution in the value of the investments as well as the
 non-recovery or partial recovery of the loan as aforesaid.
 
 11 During the year, the Company has incorporated its wholly owned
 subsidiary by the name of Aegis Group International Pte.Ltd. (AGIPL) at
 Singapore. AGIPL has issued 9758 Equity shares of USD 1 each fully paid
 up to the company. AGIPL is incorporated with the main objectives to
 provide assistance to the company in sourcing of Liquified Petroleum
 Gas (LPG) and Propane, to provide inputs in the Companys plan of Port
 Infrastructure at various Ports, to explore opportunities of logistics
 business outside India etc.
 
 12 Figures for the previous year have been regrouped wherever
 necessary to correspond with figures of the current year. Amounts and
 other disclosures for the preceding year are included as an integral
 part of the current year financial statements and are to be read in
 relation to the amounts and other disclosures relating to the current
 year.