To the Members of the Company
The Directors have pleasure in presenting the 66th Annual Report along
with Audited Financial Statements of the Company for the financial year ended March 31,
2023.
Financial Performance (INR in lakh)
|
Group Consolidated |
Company Standalone |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
862,721.31 |
463,098.01 |
307,512.69 |
122,798.42 |
Other Income |
18,699.15 |
3,874.21 |
72,836.73 |
26,252.78 |
*Profit before Finance cost (as mentioned below),
Depreciation and Tax |
81,506.89 |
54,839.62 |
100,196.99 |
56,873.20 |
Finance Cost [including Interest (Net), Hedging Cost &
Foreign Exchange Loss (Gain)] |
4,452.23 |
(295.07) |
(5408.7) |
(132.03) |
Depreciation and amortisation expense |
12,579.54 |
7,935.63 |
2,459.20 |
4526.95 |
Profit before tax |
64,475.12 |
47,199.06 |
103,146.49 |
52,478.28 |
Provision for taxation - Current Tax |
14,797.30 |
13,063.83 |
22,285.87 |
6,432.78 |
- For earlier years |
(356.33) |
(35.92) |
(321.74) |
(36.49) |
- Deferred tax |
(1035.46) |
(4,323.03) |
(549.31) |
891.96 |
Profit for the year Attributable to: |
51,069.61 |
38,494.18 |
81,731.67 |
45,190.03 |
Owners of the Company |
46,295.40 |
35,752.29 |
NA |
NA |
Non Controlling Interest |
4,774.21 |
2,741.89 |
NA |
NA |
Balance in the statement of Profit & Loss at the
beginning of the year |
130,106.56 |
105,786.77 |
92,475.49 |
61,325.46 |
Profit for the Year (attributable to owners) |
46,295.40 |
35,752.29 |
81,731.67 |
45,190.03 |
Disposal to non-controlling interest by the owners of the
Company |
37,959.81 |
2610.18 |
NA |
NA |
Payment of Dividend on equity shares - Interim |
(15,795) |
(7,020) |
(15,795) |
(7,020) |
Payment of Dividend on equity shares - Final |
(1,755) |
(7,020) |
(1,755) |
(7020) |
Transferred from General Reserve |
- |
(0.22) |
- |
- |
Share issue expenses of subsidiary Company |
- |
(2.46) |
- |
- |
Transfer to Capital Redemption Reserve |
|
- |
- |
- |
Retained Earnings at the end of the year |
196,811.77 |
130,106.56 |
156,657.16 |
92,475.49 |
Operating Performance
Company Standalone
Revenue from operations increased by 150.42% at INR 307,512.69 lakhs
(previous year INR 122,798.42 lakhs). The Gross Profit [before net interest, depreciation,
tax, hedging cost & foreign exchange loss (gain)], PBIDT increased by 76.18% to INR
100,196.99 lakhs (previous year INR 56,873.20 lakhs). Profit before Tax is INR 103,146.49
lakhs (previous year INR 52,478.28 lakhs) and Profit after Tax is INR 81,731.67 lakhs
(previous year INR 45,190.03 lakhs).
Group Consolidated
The Operating performance of the Group has shown improvement. The
Revenue for the year increased by 86.29% to INR 862,721.31 lakhs (previous year INR
463,098.01 lakhs) on account of higher sourcing volumes. The Profit before Tax for the
year was INR 64,475.12 lakhs as against INR 47,199.06 lakhs in the previous year.
The Profit after Tax for the year stood at INR 51,069.61 lakhs as
against INR 38,494.18 lakhs for the previous year.
Liquid Segment
Revenues of the group for Liquid Division is INR 41,796.67 lakhs
(previous year INR 27,001.18 lakhs). Normalised EBITDA was INR 27,149.49 lakhs compared to
INR 19,558.90 lakhs in previous year. The revenues and margins showed significant
improvement.
Gas Segment
The revenue for Gas Division during the year was INR 820,924.64 lakhs
as compared to INR 436,096.83 lakhs the previous year on account of higher volumes. The
normalised EBITDA increased to INR 52,623.4 lakhs as compared to INR 38,931.95 lakhs in
previous year, mainly due to higher volumes.
During the financial year, there was no amount proposed to be
transferred from profit to the Reserves.
Outlook for the Group
The oil, gas and chemical logistics business continues to show good
potential as India's import 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, biomass and coal, the demand for LPG
continues to increase and with it, the demand for import terminalling capacity. In this
context, the medium and long term 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 and declared 3 (three)
Interim Dividends @150% i.e. INR 1.50/-per equity share, 2nd Interim Dividend @100% i.e.
INR 1/-per equity share and 3rd Interim dividend @200% i.e. INR 2/- per equity share and
the same were paid during the financial year 2022-23.
Further, the Board of Directors of the Company at its meeting held on
May 30, 2023 has recommended the Final Dividend of 125% i.e. INR 1.25 per share of INR 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 ("SEBI LODR"). The Policy is uploaded on the
Company's website at www.aegisindia.com.
New Projects and Expansion
Expansion of liquid terminal of 70,000 Kilolitres will be commissioned
towards end on FY 2024. The construction of a new LPG terminal at Mangalore has started,
which, when completed will be India's largest cryogenic LPG terminal with a capacity of
80,000 metric tons.
Expansion at Kochi of 50,000 Kilolitres has started, which would be
commissioned by next year.
A new liquids terminal expansion with 110,000 KL Liquids Terminal at
JNPT is expected to be comissioned in mid-2024.
The new LPG terminal at Kandla is fully operational.
An additional capacity of 3,000 metric tons of spheres at Pipavav is
progressing well and expected to be commissioned in mid FY 2024. The construction of a new
cryogenic LPG terminal at Pipavav with a capacity of 48,000 metric tons is underway.
Pipavav LPG bottling plant is completed.
Liquid terminals expansion of 50,000 kilolitres at Haldia is also
completed and commissioned. A new LPG jetty pipeline was commissioned.
Material events during the year under review
Allotment of equity shares by Aegis Vopak Terminals Limited, the wholly
owned subsidiary of the Company to Vopak India B.V
On July 12, 2021, a Share Subscription Agreement was entered into
between the Company, Vopak India B.V. (Vopak") and Company's wholly owned subsidiary
Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited)
("AVTL") which was subsequently amended on May 19, 2022 (collectively,
"SSA"). On July 12, 2021, a Shareholders Agreement was also entered into between
the Company, Vopak and AVTL which was amended on May 19, 2022 (collectively,
"SHA"). As per the agreement, on receipt of the application money of INR
10,983,450,229 from Vopak, 490,000 equity shares of AVTL of INR 10 each have been allotted
on May 25, 2022 to Vopak representing 49% of the share capital of AVTL. Consequently, ALL
owns 51 % of the share capital Of AVTL and Vopak owns 49% of the share capital of AVTL
w.e.f. May 25, 2022.
Business transfer Agreements with Aegis Vopak Terminals Limited
Pursuant to SSA and SHA, the Company and its subsidiary AVTL had
entered into Business Transfer Agreements ("BTA) for transfer of LPG and Liquid
storage business at Kandla, and Liquid storage business at Pipavav, Mangalore and Haldia
to AVTL. Additionally, Aegis Gas (LPG) Private Limited ("AGPL") and AVTL had
entered into Business Transfer Agreements (BTA) for the transfer of Pipavav LPG storage
business to AVTL. Conditions precedent of all the Business Transfer Agreements have been
completed on May 20, 2022.
Acquisition of 100% equity stake of CRL Terminals Private Limited by
Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company
During the previous year, Vopak India BV, ("Vopak India"),
Vopak Asia Pte. Limited, ('Vopak Asia"),
Vopak Logistics Asia Pacific B.V. ("Vopak Logistics"), CRL
Terminals Private Limited ("CRL Terminals") (collectively "Sellers")
have entered into a Share Purchase Agreement (CRL SPA") with Aegis Vopak Terminals
Limited ("AVTL") [Formerly known as Aegis LPG Logistics (Pipavav) Limitedl and
the Company. As per the CRL SPA, the Sellers are desirous of transferring to AVTL 100%
equity shares of CRL Terminals for an aggregate base consideration of INR 2,365,000,000
(Rupees Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as
contemplated in the CRL SPA. As a result of this transfer, the Company through its
subsidiary AVTL owns 51% of the share capital of CRL w.e.f. May 31, 2022.
Transfer of shares of Hindustan Aegis (LPG) Limited by Aegis Gas (LPG)
Private Limited to Vopak India B.V
During the previous year, a Share Purchase Agreement ("HALPG
SPA") dated July 12, 2021 has been entered into between Aegis Gas (LPG) Private
Limited ("AGPL"), Vopak India B.V. ("Vopak") and the Company for the
transfer of 24% shares of Hindustan Aegis (LPG) Limited ("HALPG") to Vopak.
Accordingly, AGPL has transferred 24% of its shareholding of HALPG to Vopak on May 25,
2022 as per the terms and conditions of HALPG SPA. As a result of this transfer, the
Company through its wholly owned subsidiary AGPL owns 51 % of the share capital of HALPG
w.e.f. May 25, 2022.
Credit Rating
India Ratings and Research (Ind-Ra) has reaffirmed a short-term credit
rating of IND A1+ (A One Plus) and revised the outlook on the long-term rating, which now
is IND AA/Stable (Double A/ Outlook: Stable).
CARE Ratings Limited (CARE) has reaffirmed a short-term credit rating
of CARE A1+ (A One Plus) and a long-term rating of CARE AA/ Stable (Double A/ Outlook:
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, 2023 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 Financial Statements 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
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the Company's website on www.aegisindia.com.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR"), the Company has formulated a policy for
determining its material subsidiaries'. The said policy is uploaded on the website
of the Company www.aegisindia.com.
During the year under review, Hindustan Aegis LPG Limited, Sea lord
Containers Limited and Aegis Gas (LPG) Private Limited, were material subsidiaries of the
Company, as per Listing Regulations.
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 Ten subsidiaries as on March 31, 2023 having business
akin and germane to the business of holding Company, whose details are given in the Annual
Report and there has been no change in the nature of business of its subsidiaries during
the year. The operating & financial Performance of the subsidiary Companies are as
provided below:
Sea Lord Containers Limited
During the year under review, the Company's Bulk Liquid terminal
continued operations at full capacity. The Company recorded a Turnover of INR 5,261.56
lakhs (Previous year INR 4,579.70 lakhs) and Net Profit after Tax was recorded at INR
2,810.98 lakhs (Previous year INR 3,102.83 lakhs).
Aegis Gas (LPG) Private Limited
During the year under review, the revenue for the year has increased to
INR 45,779.08 lakhs as against INR 28,258.32 lakhs of the previous year on account of
increased volumes. Profit after tax stood at INR 68,248.21 lakhs as compared to Profit
after tax of INR 29,483.66 lakhs in previous year.
Hindustan Aegis LPG Limited
During the year under review, the operating revenue was INR 13,581.44
lakhs (Previous Year INR 14717.90 lakhs). Profit for the year ended March 31, 2023 was INR
8776.83 lakhs as compared to INR 10172.92 lakhs in previous year.
Konkan Storage Systems (Kochi) Private Limited
During the year under review, the revenue was INR 1,030.51 lakhs as
against INR 836.31 lakhs in the previous year. Profit for the year ended March 31, 2023
was INR 178.12 lakhs as compared to INR 142.69 lakhs in the previous year.
Aegis Group International Pte. Limited
The revenue for the year increased to INR 497,317.67 lakhs as against
INR 303,607.79 lakhs of the previous year. Profit after tax for the year ended March 31,
2023 was INR 457.13 lakhs as compared to INR 542.76 lakhs in previous year.
Aegis International Marine Services Pte. Limited
The revenue for the year ended March 31, 2023 was Nil. Profit for the
year ended March 31, 2023 was INR 7.51 lakhs as compared to loss of INR 3.53 lakhs in the
previous year.
Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics
(Pipavav) Limited)
During the year under review, the revenue from operations was INR
28,966.46 lakhs. The company made a net profit of INR 500.79 lakhs as against net loss of
INR 109.38 lakhs during the previous year.
CRL Terminals Private Limited (w.e.f May 31, 2022)
During the year under review, the revenue from operations was INR
6297.12 lakhs as against INR 5524.36 lakhs in the previous year. The company made a net
profit of INR 446.66 lakhs as against the net loss of INR 446.96 lakhs in the previous
year.
Aegis Terminal (Pipavav) Limited
The Company incurred normal expenditure of INR 1.04 lakhs during the
year (Previous year INR 0.98 lakhs). The Company has not commenced any commercial
operations as yet.
Eastern India LPG Company Private Limited
The Company incurred normal expenditure of INR 41.60 lakhs during the
year (previous year INR 6.66 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. There is no amount of fixed deposit matured and remained unclaimed or overdue with
the Company as on March 31, 2023.
Corporate Governance
A report on Corporate Governance, in terms of Regulation 34(3) read
with Schedule V' of 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
Limited. and National Stock Exchange of India Limited. and the stipulated Listing Fees for
the financial year 2023-24 have been paid to both the Stock Exchanges.
Employee Stock Purchase Plan
There are no outstanding stock options and no stock options were either
issued or allotted during the year.
Directors & Key Management Personnel
The terms of Mr. Raj K. Chandaria (DIN - 00037518) as Managing Director
expired on March 31, 2023. The Nomination and Remuneration Committee recommended and the
Board of Directors approved at their respective meetings held on February 02, 2023, his
re-appointment as Managing Director of the Company for further period of 5 (Five) years
further term of 5 years w. e .f. April 01, 2023 to March 31, 2028. The Members of the
Company via Portal Ballot approved on May 17, 2023 re-appointment of Mr. Raj K. Chandaria
as Managing Director for the period 5 years w.e.f April 01, 2023.
Pursuant to section 152 of the Companies Act, 2013, Mr. Amal R.
Chandaria (DIN - 09366079),
Director of the Company retires by rotation and being eligible, offers
himself for re-appointment. A resolution seeking shareholders' approval for his
re-appointment along with Brief resume, nature of expertise, disclosure of relationship
between directors inter-se, details of directorships and committee membership held in
other companies of the Directors proposed to be appointed/re-appointed, along with their
shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36
of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
Pursuant to the amendment in Regulation 16 of SEBI LODR Regulations
w.e.f January 01, 2022, the Nomination and Remuneration Committee of the Company
considered and recommended to the Board of Directors appointment of Mr. Raj Kishore Singh
(DIN: 00071024) as an Independent Director.
Pursuant to the above recommendation, Mr. Raj Kishore Singh stepped
down as a Non-Independent Director of the Company from the close of business hours of May
30, 2023.
The Board at its meeting held on the same day i.e. May 30, 2023
considered and approved the appointment of Mr. Raj Kishore Singh as Additional Director
under category "Independent" w.e.f.
June 01, 2023. The term of his appointment as an Independent Director
will be for a period of 5 years commencing from June 01, 2023, subject to the approval of
members at the ensuing Annual General Meeting.
The Directors recommend the appointment /re-appointment of the
Directors at the ensuing Annual General Meeting. Appropriate resolutions for the
appointment/ re-appointment of the Directors are being placed for approval of the members
at the Annual General meeting.
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. Also, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any, incurred by them for the purpose of attending meetings.
Further, the Independent Directors have included their names in the
data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Director of the Company and the
Board is satisfied of the integrity, expertise, and experience including proficiency in
terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director
on the Board.
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 the evaluation has been carried out has been explained in
the Corporate Governance Report.
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.
Disclosure of composition of the Corporate Social Responsibility
Committee
The brief outline of the corporate social responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure C? of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details
regarding the CSR Committee, please refer to the Corporate Governance Report, which is a
part of this report. This Policy is available on the Company's website on
www.aegisindia.com.
The Company's average CSR obligation of three immediately preceding
financial years is below ten crore rupees hence impact assessment is not applicable.
Auditors and Auditors? Report Statutory 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 July 30, 2019 ("62nd AGM")
approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn.
No.101961W/W-100036) as statutory auditors for a period of 5 years commencing from the
conclusion of 62nd AGM till the conclusion of the 67th AGM.
The requirement to place the matter relating to appointment of auditors
for ratification by Members at every AGM has been done away by the Companies (Amendment)
Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the ensuing AGM.
Explanation or comments on qualification, reservation or adverse
remarks or disclaimers made by the auditors in their report
The Auditors' Report does not contain any qualification, reservations,
adverse remarks or disclaimers. Notes to Accounts are self-explanatory and does not call
for any further comments.
Secretarial Auditors
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 for FY 202223. The Secretarial
Audit Report for the financial year ended March 31, 2023 forms part of this Report and is
annexed herewith as Annexure - D?. There are no qualifications or observations
or adverse remarks or disclaimer of the Secretarial Auditors in its Report.
In terms of Regulation 24A of SEBI LODR read with Section 204 of the
Companies Act, 2013, the secretarial Audit reports of material subsidiaries are also part
of this annual report. None of the said Audit Reports contain any qualification,
reservation or adverse remark or disclaimer.
Reporting of Frauds by Auditors
During the year under review, neither the statutory auditors or
Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act,
any instances of fraud committed against your Company by its officers and employees,
details of which would need to be mentioned in the Board's Report.
Internal Auditor
Pursuant to the provisions of Section 138 of the Act, and The Companies
(Accounts) Rules, 2014, on the recommendation of the Audit Committee, Messrs Natvarlal
Vepari and Company, Chartered Accountant were re-appointed by the Board of Directors to
conduct internal audit of the Company.
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.
Occupational Health, Safety & Environment
The Company is holding ISO-9001 (2015), ISO-14001 (2015) and ISO-45001
(2018) certifications and thereby meets all quality, environmental and safety standards
specified under these Certifications.
The Company is dedicated to the fundamental tenets of safeguarding
people's health, protecting the environment, reducing risk and supporting sustainable
growth. The Company carries out a monthly review of health, safety and environment
compliance for all sites and focuses on providing a safe working environment in terminal
and jetty.
MOC, HAZOP studies prior to changes/ modifications, departmental &
central safety committees, suggestion scheme, safety inspections and safety campaigns are
carried out to enhance built in safety in every activity. Employees are trained in safe
operating procedures, technical skills, first aid and the fire fighting. Employees are
also trained for handling emergencies through regular mock drills.
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, the Company has installed
Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on
loading points. Bottom loading facility is implemented for all VOC products. This ensures
safe working environment for workers and surrounding area. We have undertaken zero
spillage policy in all the terminals & under this various hardware modifications are
carried out to reduce the VOC emissions. The Company has implemented E-gate pass resulting
reduction in paper usage, discarded use of plastic water bottle to save / protect
environment, replaced MH light with LED to conserve energy.
Directors? Responsibility Statement
The Directors would like to inform the Members that the Audited
Accounts for the financial year ended March 31, 2023 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 Indian
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.
Significant and material orders
There are no significant and material orders existing as on date 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 NonExecutive Independent Directors, and one is an Executive Director:
1. Mr. Kanwaljit S. Nagpal (Chairman)
2. Mr. Raj 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.
Details of Establishment of Vigil Mechanism for Directors and Employees
The Company, pursuant to Section 177 of Companies Act, 2013 read along
with the rules made thereunder and Regulation 22 of SEBI LODR, have established vigil
mechanism for Directors and Employees to report concerns about unethical behaviour, actual
or suspected fraud or violation of the Company's code of conduct or ethics policy. The
scope of the policy is that it covers any alleged wrongful conduct and other matters or
activity on account of which the interest of the Company is affected and is formally
reported by Whistle Blower(s). The Whistle Blower's role is that of a reporting party with
reliable information. They are not required or expected to act as investigators or finders
of facts, nor would they determine the appropriate corrective or remedial action that may
be warranted in a given case.
The Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. The Company's vigil mechanism is providing adequate safeguards
against victimization of persons who use such mechanism and has made provision for direct
access to the chairperson of the Audit Committee in appropriate or exceptional cases.
The details of the said Policy are explained in the Corporate
Governance Report and details of establishment of vigil mechanism is posted on the website
of the Company at www.aegisindia.com.
Details of the annual return as provided under sub-section (3) of
section 92
The details 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 re-constituted a Nomination and Remuneration (N&R)
Committee due to change in designation of Mr. Raj Kishore Singh as Additional Director
(Independent) w.e.f June 01, 2023 The members of the N&R Committee are as follows:
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 of the Company on directors' appointment and remuneration, as required under
Sub-section (3) of Section 178 of the Companies Act, 2013, is available on the company's
website www.aegisindia.com.
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.
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
Your Company has adopted a Related Party Transactions Policy. The Audit
Committee reviews this policy from time to time and also reviews and approves all related
party transactions, to ensure that the same are in line with the provisions of applicable
law and the Related Party Transactions Policy.
The Policy on Materiality of and dealing with Related Party
Transactions was amended in line with SEBI LODR. The policy on Materiality of and dealing
with Related Party Transactions as approved by the Board is uploaded on the Company's
website at www.aegisindia.com.
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 is placed before the Audit
Committee on a quarterly basis.
All RPTs entered during the year were entered with its wholly owned
subsidiaries. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of
the Act, in Form AOC-2 forms part of this Annual Report and is placed at
Annexure-E?
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 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
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, 2023, 6 Board Meetings were held on the
following dates :
1. May 20, 2022
2. May 27, 2022
3. August 12, 2022
4. September 13, 2022
5. November 08, 2022
6. February 02, 2023
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. The Company has duly constituted internal
complaints committee as per the said Act.
During the year ended March 31, 2023, there were nil complaints
recorded pertaining to sexual harassment.
Business Responsibility and Sustainability Report (BRSR)
The Securities and Exchange Board of India (SEBI'), in May, 2021,
introduced new sustainability related reporting requirements to be reported in the
specific format of Business Responsibility and Sustainability Report (BRSR'). BRSR
is a notable departure from the existing Business Responsibility Report (BRR') and a
significant step towards giving platform to the companies to report the initiatives taken
by them in areas of environment, social and governance. Further, SEBI has mandated top
1,000 listed companies, based on market capitalisation, to transition to BRSR from FY
2022-23 onwards.
Accordingly, the Company has adopted a Policy on BRSR and other ESG
initiatives. A detailed BRSR in the format prescribed by SEBI includes details on
performance against the nine principles of the National Guidelines on Responsible Business
Conduct and a report under each principle, which is divided into essential and leadership
indicators forms part of this Annual Report and is placed at
Annexure-F? and has been hosted on Company's website and can
be accessed at www.aegisindia. com.
Insolvency and Bankruptcy Code
There are no proceedings, either filed by the Company or filed against
the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before
National Company Law Tribunal or other courts during the financial year 2022-23.
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 of Directors |
|
Raj K. Chandaria |
|
Chairman and Managing Director |
Place: Mumbai Date: May 30, 2023 |
DIN : 00037518 |
|