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Aegis Logistics Ltd.

BSE: 500003 | NSE: AEGISCHEM |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE208C01025 | SECTOR: Transport & Logistics

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Annual Report

For Year :
2019 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

To the Members of the Company

The Directors have pleasure in presenting the 62nd Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2019.

Financial Performance

(Rs. In Lakhs)

Group Consolidated

Company Standalone

2018-19

2017-18

2018-19

2017-18

Revenue from Operation

5,61,582.32

4,79,095.87

70,705.81

50,125.00

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

37,253.22

276,44.95

17,261.13

13,588.02

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

1,966.53

1,732.29

2050.00

889.10

Depreciation and amortisation expense

5,054.16

3,431.10

2,516.09

1,783.99

Profit before tax

30,232.53

22,481.56

12,695.04

10,914.93

Provision for taxation - Current Tax

6,949.08

5,359.34

2,922.42

2,500.00

- For earlier years

154.86

(168.92)

(80.46)

(168.93)

- Deferred

(2,082.02)

(4,089.26)

991.37

(1,508.19)

Profit for the year Attributable to:

25,210.61

21,380.40

8,861.71

10,092.05

Owners of the Company

22,138.83

19,780.85

-

-

Non-Controlling Interest

3,071.78

1,599.55

-

-

Retained Earnings at the beginning of the year

67,213.47

49,348.48

50,077.56

43,040.45

Profit for the Year (attributable to owners)

22,138.83

19,780.82

8,861.71

10,092.05

Dilution of partial interest in Hindustan Aegis LPG Limited

-

1,173.32

-

-

Acquisition of non- controlling interest of SCL

1036.49

-

-

-

Payment of Dividend on equity shares - 1st Interim

(1670.00)

(1,670.00)

(1,670.00)

(1,670.00)

Payment of distribution tax on equity shares

(343.27)

(217.58)

(343.27)

(183.34)

Addition/Reduction during the year

(1.01)

(0.02)

-

-

Payment of Dividend on equity shares - Final

(2,533.10)

(1,169.00)

(2,505.00)

(1,169.00)

Payment of distribution tax on equity shares

(218.75)

(32.60)

(184.19)

(32.59)

Retained Earnings at the end of the year

85,622.66

67,213.46

54,236.82

50,077.57

* Normalised EBIDTA

Operating Performance Company Standalone

Revenue from operations increased by 41% at Rs. 70,705.81 lakhs (previous year Rs. 50,125.00 lakhs). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT increased by 27 % to Rs. 17,261.13 lakhs (previous year Rs. 13,588.02 lakhs). Profit before Tax was higher at Rs. 12695.04 lakhs (previous year Rs. 10,914.93 lakhs) an increase by 16.31% and Profit after Tax stood at Rs. 8861.71 lakhs (previous year Rs. 10,092.05 lakhs).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 17.22% to Rs. 561,582.32 lakhs (previous year Rs. 479,095.87) on account of higher volumes. The Profit before Tax for the year rose to Rs.30,232.53 lakhs (previous year Rs. 22,481.56 lakhs) an increase of 34.48% on year on year basis.

The Profit after Tax for the year rose by 17.91 % to Rs. 25,210.61 lakhs (previous year Rs. 21,380.40 lakhs). Liquid Segment Revenues of the group for Liquid Division is Rs. 18,280.13 lakhs (previous year Rs. 16,828.03 lakhs). Normalised EBITDA was Rs. 10,352.56 lakhs compared to Rs. 10,282.65 lakhs in previous year. The revenues and margins were stable.

Gas Segment

The revenue for Gas Division during the year was Rs. 543,302.20 lakhs (previous year Rs. 462,268 lakhs) on account of higher volumes. The normalised EBITDA increased to Rs. 31,063.12 lakhs as compared to Rs. 20,334.02 lakhs in previous year, mainly due to 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 interim dividend of Re. 0.50 per share of Re. 1/- each i.e. 50% during the financial year ended March 31, 2019. Further, the Board of Directors of the Company at its meeting held on May 28, 2019 has recommended the Final Dividend of 90% i.e. Re. 0.90 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

The Company has during the year approved the setting up of additional liquid tankage with the storage capacity of 40,000 KL, beyond the existing 1,00,000 KL storage capacity at Kandla Port. The additional capacity of 40,000 KL is expected to be completed by second half of FY 2020 which will complement the existing liquid capacity and will provide a competitive edge in the region to the Company.

The Company has also approved setting up of an additional storage capacity of 50,000 KL over and above existing 25,000 KL of bulk liquid terminals at Mangalore, which is expected to be completed by FY 2020 - 2021 which will provide a competitive edge to the company in the region.

The Company through its subsidiary company Konkan Storage Systems (KOCHI) Private Limited has also approved addition of 20,000 KL of bulk liquid tankage beyond the existing 51,000 KL at Kochi Port, which is expected to be completed by FY 2019 - 2020.

In light of increased demand for LPG in the region, the company has during the year approved setting up a new LPG terminal of a capacity of 45,000 MT at Kandla which is in progress and expected to be completed by First half of FY 2021.

In order to increase the throughput capacity in view of increased demand, the Company through its subsidiary Aegis Gas (LPG) Private Limited has approved to expand its LPG storage capacity at Pipavav by 3,800 MT by adding 2 new spheres over and above the existing 18,300 MT and setting up of LPG railway gantry. The same is expected to be completed by FY 2020 - 2021.

The company continues to look for opportunities to lease or acquire land at major and minor ports in India in line with the Company’s vision of building the necklace of terminals around the coastline in India.

Credit Rating

The credit rating agency, CARE Ratings Limited (CARE) has continued to assign a short term credit rating of CARE ‘A1 ’ (A One Plus) and long term rating to CARE ‘AA’ (Double A).

India Ratings & Research (Ind-Ra) has continued to assign the short term credit rating of IND ‘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 Indian Accounting Standard (IND-AS 110) “CONSOLIDATED FINANCIAL STATEMENTS”. The Consolidated Financial Statements include Financial Statements 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 March 31, 2019 in Form AOC-1 is included along with the financial statement in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies’ Members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any Member at Head/Corporate Office of the Company and that of the subsidiary companies concerned and the same shall be displayed on the website of the Company www.aegisindia.com.

The Annual Report of the Company, the quarterly/half yearly and the annual results and the press releases of the Company are also placed on the Company’s website www.aegisindia.com.

Subsidiary Companies

The Company has nine subsidiaries (out of which, seven are wholly owned subsidiaries) as on March 31, 2019 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, except as stated below during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Sea Lord Containers Limited (wholly owned subsidiary)

During the year under review, the Company’s Bulk Liquid terminal continued operations at full capacity. The Company recorded a Turnover of Rs. 4,248.39 Lakhs (Previous year Rs. 5,323.37 Lakhs) and Net Profit after Tax was recorded at Rs. 2,726.63 Lakhs (Previous year Rs. 4,127.07 Lakhs).

During the year under review, the Aegis Logistics Limited which held 92.46% of equity shares of Sea Lord Containers Limited, in compliance with the provisions of section 236 of the Companies Act, 2013 dispatched the respective consideration amount to all the minority public shareholders of the Company and acquired remaining equity shares aggregating 7.54 % of the total share capital of the Company . Accordingly, the Company has become the wholly owned subsidiary of the Aegis Logistics Limited with effect from December 31, 2018.

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

During the year under review, the revenue for the year has increased to Rs. 16,563.89 Lakhs as against Rs. 14,634.15 lakhs of the previous year on account of increased volumes. Profit after tax stood at Rs. 2,797.63 Lakhs as compared to Rs. 5,516.49 Lakhs in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was Rs. 13,785.78 Lakhs (Previous Year Rs. 2,828.26 Lakhs). Profit for the year ended March 31, 2019 was Rs. 9,827.83 Lakhs as compared to loss of Rs. 1,164.73 Lakhs in previous year.

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

During the year under review, the Income was Rs. 601.33 Lakhs as against Rs. 703.28 Lakhs in the previous year. The Company made a net profit of Rs. 83.18 Lakhs as against Rs. 41.19 Lakhs in the previous year on account of improved utilisation of capacity.

Aegis Group International Pte. Limited

The revenue for the year increased to Rs. 458,311.08 Lakhs as against Rs. 405,888.74 Lakhs of the previous year on account of higher volumes. Profit after tax for the year ended March 31, 2019 was Rs. 2480.55 Lakhs as compared to profit of Rs. 2,469.66 Lakhs in previous year.

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

The revenue for the year was Rs. 546.15 Lakhs as against Rs. 517.16 Lakhs of the previous year. Profit for the year ended March 31, 2019 was Rs. 14.62 Lakhs as compared to loss of Rs. 8.99 Lakhs in the previous year.

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

The Company incurred normal expenditure of Rs. 0.37 Lakhs during the year (Previous year Rs. 0.22 Lakhs).

The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.37 Lakhs during the year (Previous year Rs. 0.22 Lakhs). 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. 5.34 Lakhs during the year (previous year Rs. 4.80 Lakhs). 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 March 31, 2019 was Rs. 1.60 lakhs. 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, in terms of Regulation 34(3) read with ‘Schedule V’ of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) together with a certificate of compliance from the Practicing Company Secretary, forms part of this Annual Report.

Management Discussion and Analysis

In compliance with Regulation 34, read with ‘Schedule V’ of SEBI LODR, 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 2019-20 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 2019-20 have been paid.

Stock Purchase Plan

During the year under review, the Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has approved Aegis Employee Stock Purchase Plan - 2019 (“ESPP -2019“) in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 at its meeting held on March 18, 2019. The ESPP -2019 has also been approved by the shareholders of the Company on May 10, 2019 by way of Postal Ballot.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act, 2013, Mr. Raj Kishore Singh (DIN - 00071024), Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Your Directors recommend the re-appointment of the 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 Regulation 16 of SEBI LODR.

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 August 10, 2017 (“60th AGM”) approved the appointment of M/s. P. D. Kunte & Co., Chartered Accountants, (Firm Registration No.:105479W) as statutory auditors for a period of 5 years commencing from the conclusion of 60th AGM till the conclusion of the 65th AGM.

During the year, M/s. P. D. Kunte & Co., chartered accountants had intimated the Company that they were merging their professional practice with another firm of Chartered Accountants M/s. CNK & Associates LLP and in view of the same, they had tendered their resignation as Statutory Auditors of the Company w.e.f. October 31, 2018. In view of the same,the Company obtained approval of shareholders by way of postal ballot for appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) as the Statutory Auditors of the Company in casual vacancy, who shall hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

In compliance of the provisions of the Companies Act, 2013, the Board of Directors of the Company has recommended re-appointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) for a period of 5 (five) consecutive years from the conclusion of ensuing 62nd Annual general meeting until the conclusion of the 67th AGM and the resolution is placed for consideration and approval of the shareholders 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 from time to time carries out internal audits to implement &strengthen gaps thus identified. To control VOC Emission Company has installed Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on loading points. We have undertaken zero spillage policy in all the terminals & under this various hardware modifications are carried out to reduce the VOC emissions.

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 thereunder 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 March 31, 2019 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. CNK and Associates 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 reputedfirm 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 thereunder and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and Employees to report concerns about unethical behavior, 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 at http://www.aegisindia.com/Admin/Documents/Corporate_Governance_Pdf213.pdf.

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 is available on the website of the Company at www.aegisindia.com.

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 - ‘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 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/Admin/Documents/Corporate_Governance_Pdf212.pdf.

Development and implementation of Risk Management Policy

The Company has a Risk Management Committee consisting of majority members of Board of Directors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimisation 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 framework for the company’s risk management process and to ensure company wide 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 March 31, 2019, 5 Board Meetings were held on the following dates :

1. 30/05/2018

2. 09/08/2018

3. 05/11/2018

4. 31/01/2019

5. 18/03/2019

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.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

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 March 31, 2019, 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 March 31, 2019 forms part of this Report and is annexed herewith as Annexure - ‘D’.

Cost Auditor

During the year, maintenance of cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, was not applicable to the company.

Business Responsibility Report

The Company is amongst top 500 listed entities based on the market capitalisation, “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 - ‘E’.

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 Committees. The manner in which thee valuation 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

Chairman and Managing Director

DIN : 00037518

Place: Mumbai

Date: May 28, 2019

Director’s Report