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Directors Report of Aegis Logistics Ltd.

Mar 31, 2014

To the Members of the Company:

The Directors have pleasure in presenting the 57th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2014.

Financial Performance

(Rs. in crores)

Group Consolidated Company Standalone

2013-14 2012-13 2013-14 2012-13

Revenue from Operation 5030.87 3981.64 370.85 383.77

Profit before Finance cost (as mentioned below), 120.72 134.66 55.90 70.82

Depreciation and Tax *

Finance Cost {including Interest (Net), Hedging Cost & 18.64 62.39 11.61 5.10 Foreign Exchange Loss (Gain)}

Depreciation 22.18 19.06 13.44 11.88

Profit before tax 79.90 53.21 30.85 53.84

Provision for taxation - Current Tax 13.53 17.83 11.09 14.96

- Deferred (2.30) 0.23 0.34 (1.19)

Net Profit after tax 68.68 35.15 19.41 40.07

Less: Minority Interest 7.62 1.55 — —

Net Profit for the Year 61.06 33.60 19.41 40.07

Balance in statement of Profit & Loss 182.98 168.98 203.09 181.69

Profit available for Appropriations 244.04 202.58 222.50 221.76

Less: Appropriations

Transfer to General Reserves (1.94) (4.01) (1.94) (4.01)

Transfer to Debenture Redemption Reserve (1.25) — (1.25) —

Interim Dividend {Rs.2.50 (Previous Year Rs. 1.75) per (8.35) (5.84) (8.35) (5.84) share}

Corporate Dividend Tax thereon (1.42) (0.02) (1.42) (0.02)

Corporate Dividend Tax on Preference Share Dividend — (0.93) — — declared by a Subsidiary Company

Proposed Dividend - Final (9.18) (7.52) (9.18) (7.52) {Rs.2.75 (Previous Year Rs.2.25) per share}

Corporate Dividend Tax thereon (1.56) (1.28) (1.56) (1.28)

Closing Balance 220.34 182.98 198.80 203.09

*Normalised EBITDA

Operating Performance:

Company Standalone

Revenue from operations decreased marginally by 3.37 % at Rs. 370.85 crores (previous year Rs. 383.77 crores). The Gross Profit (before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain), PBIDT, decreased to Rs.55.90 crores (previous year Rs. 70.82 crores) on account of lower other income. Profit before Tax was at lower at Rs. 30.84 crores (previous year Rs.53.84 crores) and Profit after Tax decreased to Rs. 19.41 crores (previous year Rs. 40.07 crores) due to lower other income and increase in finance and depreciation cost.

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased to Rs. 5,030.87 crores (previous year Rs.3,981.64 crores). The Profit before Tax for the year rose to Rs. 79.90 crores (previous year Rs. 53.21 crores) an increase of 50% on year on year basis. The Profit after Tax for the year rose to Rs. 68.68 crores (previous year Rs.35.15 crores), an increase of 95 % on year-on year basis.

Liquid Segment

Revenues of the group for Liquid Division were higher for the year by 21 % at Rs. 130.82 crores (previous year Rs.107.51 crores) due to an increase in capacity and better capacity utilization. Normalised EBITDA increased to Rs. 83.47 crores compared to Rs.61.23 crores in previous year, an increase of 36.32 %. The revenues and margins continued to remain strong.

Gas Segment

The revenue for Gas Division during the year was Rs. 4,900.05 crores (previous year Rs. 3,874 crores). The revenues from LPG sourcing & terminal ling improved largely due to higher of-take by the national oil companies during the year. The normalized EBITDA decreased to Rs. 60.47 crores as compared to Rs. 95.14 crores, mainly due to the decline in margins and also due to lower volumes handled in the retail and distribution business.

Outlook for the Group

The oil, gas and chemical logistics business continues to show good potential as India''s consumption of petroleum, LPG and chemicals increases.

The Company is poised to take advantage of these growth opportunities by setting up additional capacities of liquid and gas terminals at various ports with intermodal transport connectivity.

The Company follows a clear strategy: to build a necklace of oil, LPG and bulk liquid chemical terminals around the coastline of India at key ports and to develop a retail LPG distribution network of Auto gas stations and packed cylinder distributors.

Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Directors are pleased to recommend a final dividend of 27.5 % i.e. Rs. 2.75 per share aggregating to total dividend of 52.5 % i.e. Rs. 5.25 per share (including interim dividend of Rs.2.50 per share) for the year ended 31st March, 2014 (previous year Rs.4.00 per share), which if approved at the forthcoming Annual General Meeting will be paid to those equity shareholders of the Company whose names appear as per the Register of Members/ Depositories as on the Friday, 18th July, 2014.

New Projects and Expansion

The Group has continued to expand its presence in ports across the country in the context of expectations of continued growth in the imports and exports of bulk liquids and gases.

The Greenfield project of setting up a liquid terminal of 60,190 KL at Haldia has been completed and commissioned. The expanded facilities at Haldia shall enable the Company to service clients in the eastern and north-eastern states of India, as well as Nepal.

The Pipavav - Phase I Greenfield project was initiated in February 2013 to set up a liquid terminal of 1,20,000 KL and double storage capacity of the pressurized gases terminal to 5,400 MT. The Company has successfully part commissioned its liquids terminal six months ahead of the schedule. This project is well under way to full completion and will be fully commissioned during 2014-15. The expanded facilities at Pipavav Port will enable the Company to expand its horizons by catering to markets in northern and north-western India. The port is close to the main maritime trade routes linking Europe & Middle East with Asia giving an opportunity to the Company to handle products for the countries from this region as well. Post expansion the total capacity is set to reach over 5,00,000 KL in the Liquid Division and about 8,50,000 MT of throughput capacity in the Gas Division

The Company has acquired bottling plants in south India to widen the gas retailing distribution network and which would also help in more cost effective logistics of auto gas and packed cylinders.

Credit Rating

The credit rating agency, Credit Analysis and Research Ltd. (CARE) has continued to assign a short term credit rating of "A1 " (A One Plus) and long term rating of AA- (Double A Minus). Pursuant to the change in the business model to reduce the impact of foreign exchange rate, the company is not exposed to currency fluctuation. The company hopes to upgrade the long term rating in the current financial year.

Subsidiary Companies

The Company has nine wholly or partially owned subsidiaries as on 31st March 2014 having business akin and germane to the business of holding Company, whose details are given in the Annual Report and there has been no change in the nature of business of its subsidiaries during the year.

Consolidated Financial Statements

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the Consolidated Financial Statements of Aegis Group as provided in this Annual Report is prepared in accordance with the Accounting Standard (AS21) "CONSOLIDATED FINANCIAL STATEMENTS". The Consolidated Financial Statements include Financial Results of its Subsidiary Companies.

For information of members, a statement containing brief financial details of the Company''s subsidiaries for the year ended 31st March 2014 is included in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies'' Members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any Member at Head /Corporate Office of the Company and that of the subsidiary companies concerned.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The outstanding fixed deposit as at the close of the financial year ended 31st March 2014 amounted to Rs. 0.41 crores.

The Company has paid deposits of Rs. 1.27 crores, which fell due for repayment during the financial year. However, an amount of Rs. 0.07 crores remained unclaimed by the depositors as at the close of accounting year. There were no overdue deposits other than those unclaimed at the year-end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company.

Corporate Governance

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

Management Discussion and Analysis

In compliance with Clause 49 of the Listing Agreement, a separate section on Management Discussion and Analysis, which also includes further details on the state of affairs of the Company, forms part of this Annual Report.

Listing of Company''s Securities

Equity Shares

The Company''s Equity Shares continue to remain listed with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2014-15 have been paid to both the Stock Exchanges.

Non-convertible Debentures

The Company''s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2014-15 have been paid.

Directors

Pursuant to section 152 of the Companies Act, 2013, Mr. Anil M. Chandaria, Director of the Company re- tires by rotation and being eligible, offers himself for re-appointment.

As per the provisions of Companies Act, 2013, Independent Directors are required to give a declaration that they meet the criteria of Independence in the first Board Meeting in which they participate as Director and thereafter at the first meeting of the Board in each financial year. Accordingly, existing Di- rectors of the Company Mr. Dineshchandra J. Khimasia, Mr. Rajnikant J. Karavadia and Mr. Kanwaljit S. Nagpal have declared their status of independence as per the criteria laid down under section 149(6) of the Companies Act, 2013. The Board of Directors on recommendation of Nomination and Remuneration Committee has perused their declarations and has found them to be meeting the criteria of independence. Further, in view of their experience and expertise relevant to the Company''s operations, your Directors has deemed it prudent to recommend to the shareholders at the ensuing Annual General Meeting their appointment as Independent Directors, not liable to retirement by rotation pursuant to the provisions of section 149, 152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

The Board of Directors at their meeting held on 29th May 2014, on recommendation of Nomination and Remuneration Committee has appointed Mr. Rahul Asthana as Additional Director of the Company pursuant to section 161 of the Companies Act, 2013, who shall hold Office up to the ensuing Annual General Meeting. Further declaration as to Independence as per the criteria laid down under section 149(6) of the Companies Act, 2013 has also been received from Mr. Rahul Asthana and noted by the Board of Directors. The Company has received requisite notice from a member proposing Mr. Rahul Asthana for appointment as Independent Director. Your Directors therefore recommend the appointment of Mr. Rahul Asthana as Independent Director at the ensuing Annual General meeting to hold Office up to 5 (five) consecutive years up to 28th May 2019.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the Directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for appointment/ re-appointment of the Directors are being placed for approval of the members at the ensuing Annual General Meeting.

Mr. Ratilal P. Chandaria ceased to be a Director of the Company with effect from 13th October 2013 due to his demise, and Mr. Vasantrai H. Pandya resigned from the Board of Directors of the Company with effect from 29th May 2014 due to his continued ill health. The Board of Directors sincerely acknowledges their efforts and places on record its deep sense of appreciation of valuable contributions made by them.

Auditors

Pursuant to section 58 of the Limited Liability Partnership Act, 2008 ("LLP Act") read with General Circular No. 09/ 2013 dated 30th April, 2013 issued by Ministry of Corporate Affairs, the Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accounts, Mumbai (ICAI Firm Registration No. 117366W) has been converted into Limited Liability Partnership (LLP) with the name "Deloitte Haskins & Sells LLP" (ICAI Firm Registration No. 117366W/ W-100018) with effect from 20th November, 2013.

The Auditors of the Company M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, holds Office until the conclusion of the ensuing Annual General Meeting. As per the transition provisions of sections 139, 141 of the Companies Act, 2013 and rules made there under, the Board of Directors of the Company recommends for members approval the re-appointment of the Auditors to hold Office from the conclusion of this Meeting until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting). The Company has received a written consent and a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

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.

World Environment Day, June 5th, was celebrated by planting 75 Saplings at the Terminals in Mumbai. The Group increased the recycling of water to reduce fresh water consumption.

Conservation of Energy, Technology Absorption, Exports & Foreign Exchange Earnings and Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, to the extent as are applicable to the Company, are given in Annexure ''A'' to the Directors'' Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

Directors'' Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2014 are in full conformity with the requirement of the Companies Act, 1956. The Financial Accounts are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells LLP.

The Directors further confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

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

Place: Mumbai Vice Chairman & Managing Director & CEO

Dated: 29th May,2014 Managing Director


Mar 31, 2013

TO THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the 56th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs. in crores) Group Consolidated Company Standalone

2012-13 2011-12 2012-13 2011-12

Revenue from Operation 3981.64 4463.83 383.77 284.30 Profit before Finance cost (as mentioned below),

Depreciation and Tax * 134.66 128.58 70.82 69.11 Finance Cost (including Interest (Net),

Hedging Cost & Foreign Exchange Loss (Gain) 62.39 70.23 5.10 4.25

Depreciation 19.06 17.45 11.88 11.35

Profit before tax 53.21 40.90 53.84 53.51

Provision for taxation - Current Tax 17.83 18.61 14.96 12.91

- Deferred 0.23 (0.09) (1.19) (0.45)

Net Profit after tax 35.15 22.38 40.07 41.05

Less: Minority Interest 1.55 2.70

Net Profit for the Year 33.60 19.68 40.07 41.05

Balance in statement of Profit & Loss 168.98 163.66 181.69 154.99

Profit available for Appropriations 202.58 183.34 221.76 196.04

Less: Appropriations

Transfer to General Reserves (4.01) (4.11) (4.01) (4.10)

Transfer to Debenture Redemption Reserve (2.50) (2.50) Interim Dividend

{Rs.1.75 (Previous Year Rs.Nil) per share} (5.84) (5.84)

Corporate Dividend Tax thereon (0.02) (0.02)

Corporate Dividend Tax on Preference Share

Dividend declared by a Subsidiary Company (0.93) Proposed Dividend - Final {Rs.2.25 (Previous Year Rs.2/-) per share} (7.52) (6.68) (7.52) (6.68)

Corporate Dividend Tax thereon (1.28) (1.08) (1.28) (1.08) Closing Balance 182.98 168.97 203.09 181.68

* Normalised EBIDTA

OPERATING PERFORMANCE COMPANY STANDALONE

The operating performance of the Company has shown consistent good results, whereby Revenue from operations increased by 35% at Rs. 383.77 Crores (previous year Rs. 284.30 Crores). The Gross profit (before interest (net), depreciation, tax, hedging cost & foreign exchange loss (gain), (PBIDT) ) increased to Rs. 70.82 Crores (previous year Rs.69.11 crores). Profit before Tax was maintained at Rs. 53.84 Crores (previous year Rs.53.51 crores) and Profit after Tax decreased marginally to Rs. 40.07 crores (previous year Rs.41.05 crores).

Liquid Division

The revenue and profitability of Liquid Terminal Division were higher on account of better product mix. The Company achieved segment revenue of Rs. 75.46 Crores (previous year Rs. 64.63 Crores) and segment profit of Rs. 33.22 Crores (previous year Rs.29.62 Crores).

Gas Division

Gas Volumes were better in respect of Gas Distribution business including Industrial Distribution and Autogas. However, Gas Logistics volumes were down due to lower off-take by National Oil Companies/ Petrochemical Sector. Segment revenue for Gas Division increased to Rs. 308.31 crores (previous year Rs.219.68 Crores) and Segment Profit also increased to Rs. 38.42 crores (previous year Rs. 35.12 Crores).

GROUP CONSOLIDATED

The Operating performance of the Group has witnessed an upward change. The Gross Profit (before interest (net), tax, hedging cost and Forex Gain (loss)) PBIDT increased to Rs. 134.66 Crores (previous year Rs. 128.58 crores). The Revenue for the year was Rs. 3981.64 Crores (previous year Rs. 4463.83 Crores). The Profit before Tax increased to Rs. 53.21 Crores (previous year Rs. 40.90 Crores) an increase of 30% on year on year basis. The Profit after tax also increased to Rs. 35.15 Crores (previous year Rs. 22.38 Crores), an increase of 57% on year-on year basis.

Liquid Division

Revenues of the group for Liquid division were higher for the year by 17 % at Rs. 107.51 Crores (previous year Rs. 92.23 crores) due to better Product Mix and increase in capacity due to debottlenecking efforts. Normalised EBIDTA increased to Rs. 61.23 Crores compared to Rs. 54.22 Crores, an increase of 13%. The Revenues continued to remain strong and margins stable. The Company has already initiated new greenfield projects in this business at Haldia and Pipavav thereby will be offering logistics facilities at multiple ports.

Gas Division

The revenue for Gas Division during the year was Rs. 3,874 Crores (previous year Rs. 4,372 Crores). The normalised EBIDTA increased to Rs. 95.14 Crores as compared to Rs. 85.05 Crores, an increase of 12%, mainly attributable to increase in volumes of higher margin Gas Distribution in Autogas and Packed Gas Cylinders and increase in sourcing fees. The Government''s LPG reforms as well as the Company''s penetration in new states/ cities for Gas Retailing has a favourable impact on the business.

The Company has now considerably changed the business model of wholesaling of Gas, thereby substantially reducing the risk of Foreign Exchange fluctuations.

OUTLOOK FOR THE COMPANY

The Oil and Gas logistics business continues to show good potential as India''s consumption of petroleum, LPG and chemicals increases.

The Company is poised to take advantage of growth opportunities by setting up additional capacities at different Ports in Liquid Logistics and by increase in turnaround times in Gas business.

The Policy change of Oil price deregulation and Cap on Subsidized Cylinders together with Direct Benefit Transfer (DBT) scheme to distribute subsidies for cooking gas, will further boost the growth opportunities for the Company in its Gas business.

The Company follows a clear strategy: to build a necklace of oil and chemical terminals around the coastline of India at key ports; to develop a network of inland terminals to service the oil companies; and to construct and develop a retail LPG distribution network of Autogas stations and commercial cylinder distributorship.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term Shareholder value.

The Directors are pleased to recommend the Final Dividend of 22.5% i.e. Rs.2.25 per Share aggregating to total dividend of 40% i.e Rs. 4 per Share(including interim dividend of Rs. 1.75 per share) for the year ended 31st March, 2013 (previous year Rs.2.00 per Share), which if approved at the forthcoming Annual General Meeting will be paid to those Equity Shareholders of the Company whose names appear as per the Register of Members/ Depositories as on the Friday, i.e. 19th July 2013.

SUB DIVISION OF SHARES

The Members vide resolution passed through Postal Ballot on 19th November, 2010 had approved the sub division of shares from the face value of Rs.10/- each to Rs.2/- each. The Company has deferred giving effect to this resolution.

NEW PROJECTS

The Company has continued undertaking new Projects at a pace requisitioned by the present industrial scenario of Oil & Gas.

The Greenfield Project of setting up Bulk Liquid Terminal of 60,190 KL at Haldia has progressed well. Phase I of the project with 25% capacity has already been commissioned and put to commercial use. The balance capacity shall get completed during the first half of FY 2014-15. The expanded facilities at the Eastern Port shall enable the Company to expand its horizons by catering to market of North-East and Eastern States.

The Group has now initiated a Project at Pipavav Port, Gujarat for setting up a Bulk Liquid and Gas Storage Terminal. The Project contains additional capacity of 120,000 KL of Bulk Liquid and 2700 MT of Gas.

The Project will augment the ability of Aegis to offer its customers a comprehensive portfolio of facilities for a large variety of cargoes at different ports. The expanded facilities shall enable the Group to expand its horizons by catering to untapped markets in Western Gujarat, North India, etc.

MARINE PRODUCTS DIVISION:

The Marine Products Division initiated in 2012 has continued doing well. During the year the Company has been able to expand the business of supplying Marine Fuels at Kochi Port also.

CREDIT RATING

During the year Short Term Credit Rating of "A1 ” (A One Plus) has been continued by Credit Rating Agency Credit Analysis and Research Ltd. (CARE). However, in view of very high volatility in the foreign exchange rates and consequent increase in hedging cost prevailed during 2011-12 and first half of 2012-13, Company''s long-term Credit rating was revised from "AA” to "AA-”(Double A Minus). The Company has since been successful in changing the business model during second half of 2012-13 to substantially reduce impact of foreign exchange rate and thereby the major risk of currency fluctuations has been done away with.

SUBSIDIARY COMPANIES

The Company has seven subsidiary/ wholly owned subsidiaries as on 31st March, 2013 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.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the Consolidated Financial Statements of Aegis Group as provided in this Annual Report is prepared in accordance with the Accounting Standard (AS21) "CONSOLIDATED FINANCIAL STATEMENTS”. The Consolidated Financial Statements include Financial Results of its Subsidiary Companies.

For information of members, a statement containing brief financial details of the Company''s subsidiaries for the year ended March 31, 2013 is included in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies'' Members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any Member at Head / Corporate Office of the Company and that of the subsidiary companies concerned.

FIXED DEPOSITS

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The outstanding fixed deposit as at the close of the Financial Year ended 31st March, 2013 amounted to Rs. 1.68 Crores.

Deposits of Rs. 3.52 Crores, which fell due for repayment during the financial year have been paid by the Company. However, an amount of Rs. 0.08 Crores remained unclaimed by the depositors as at the close of accounting year. There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Clause 49 of the Listing Agreement, a separate section on Management Discussion and Analysis which also includes further details on the state of affairs of the Company forms part of this Annual Report.

LISTING OF COMPANY''S SECURITIES

EQUITY SHARES

The Company''s Equity Shares continue to remain listed with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and the stipulated Listing Fees for the Financial Year 2013-14 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 2013-14 have been paid.

DIRECTORS

Pursuant to section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Kapoorchand M. Chandaria, Mr. Ratilal P. Chandaria and Mr. Kanwaljit S. Nagpal, Directors of the Company retires by rotation and being eligible, offer themselves for re-appointment.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid directors, their expertise and other details of Directors proposed to be re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for re-appointment of the aforesaid directors are being placed for approval of the members at the ensuing Annual General Meeting.

AUDITORS

The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

OCCUPATIONAL HEALTH, SAFETY & ENVIRONMENT

The Company is holding coveted certifications, viz. ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) and thereby meet all Quality, Environmental Safety Standards specified under these Certifications.

Certificate of Merit was awarded to Mumbai Terminal for achieving Zero accident frequency rate in the Year 2011, in Maharashtra Safety Awards Competition organized by National Safety Council- Maharashtra Safety. The meritorious award was received through the hands of Chairman – National Safety Council, Maharashtra Chapter on 15th September, 2012.

The Company has rolled out Health, Safety & Environment (HSE) priorities including framing of "Aegis Group HSE Policy”, launching of "Aegis Golden Rules”, Group Level HSE performance measure, Remedial Action Plan tracker, in December 2012 taking a step forward in demonstrating sound HSE performance.

Periodic programmes and regular seminars are being arranged for middle and senior executives to impart training in respect of different functional and general management areas.

The Company continues to extend support to various Industry forums e.g. Bombay Chamber of Commerce and Industry, Indian Merchant Chambers, Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, to the extent as are applicable to the Company, are given in Annexure ''A'' to the Directors'' Report. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

DIRECTORS'' RESPONSIBILITY STATEMENT

the Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2013 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

HE DIRECTORS FURTHER CONFIRM THAT:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a ''going concern'' basis.

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

Place:Mumbai Raj K. Chandaria

Dated: 30th May, 2013 Vice- Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 55th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs. in crores)

Group Consolidated Company Standalone 2011-12 2010-11 2011-12 2010-11

Revenue from Operation 4463.83 1811.11 284.30 258.95

Gross Profit before Finance cost (as mentioned below) Depreciation and Tax 129.58 86.71 69.11 58.34

Finance Cost (including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain) 70.23 9.23 4.25 3.56

Depreciation 17.45 16.17 11.35 10.73

Profit before tax 40.90 61.31 53.51 44.55

Provision for taxation

- Current Tax 18.61 15.76 12.91 15.31

- Deferred (0.09) (1.54) (0.45) (0.47)

Net Profit after tax 22.38 47.09 41.05 51.21

Balance in statement of Profit & Loss 163.66 142.85 154.99 144.46

Profit available for distribution 186.04 189.54 196.04 175.57

OPERATING PERFORMANCE

Company Standalone:

The operating performance of the Company has shown better results whereby Profit before Tax increased to Rs.53.51 Crores (Previous year Rs.44.35 Crores) and Profit after Tax to Rs.41.05 Crores (Previous year Rs.31.21 Crores).

The Company earned gross profit (before interest (net), depreciation, tax, hedging cost & foreign exchange loss (gain), (PBIDT)) of Rs.69.96 Crores (Rs.58.72 Crores) during the financial year under review. The Liquid Logistics business has remained stable and the performance of Gas Business has increased mainly due to increased off take by petrochemical customers of Gas Logistics.

Group Consolidated:

Overall operating performance of the Group improved wherein Gross profit (before finance cost (net), depreciation, tax, hedging cost & foreign exchange loss (gain) (PBIDT) increased to Rs. 129.42 Crores (Previous Year Rs.86.80 Crores). However, higher hedging cost and mark to market provisioning towards revaluation of foreign currency debts has reduced the profit before tax to Rs.40.90 Crores (Previous year Rs.61.31 Crores) and profit after tax to Rs.22.38 Crores (Previous Year Rs. 47.09 Crores).

LIQUID LOGISTICS DIVISION

Revenues of the group for this division were higher for the year at Rs. 92.23 crores (Previous year Rs.87.04 crores) and the company achieved growth in segment profitability of 10% on year on year basis mainly due to good performance at Mumbai Terminals. The volumes have continued to witness an upward trend. Kochi Terminal Revenue remained subdued pending commencement of operation of other Jetty with deeper draft & Length Over All (LOA) on account of setting up Fire Fighting facilities at Jetty by Port.

Company has undertaken various initiatives towards increase in capacities and efficiencies and to strive for World Class Standards in operation of the Terminals.

The new project of setting up a Bulk Liquid Terminal at Haldia has commenced and currently achieved significant progress.

GAS DIVISION

The Gas Division revenue significantly increased to Rs.4,371 crores (previous year Rs. 1,724 crores). The Gross profit of Gas Division also improved largely driven by good operating performance on account of increased volumes of sourcing business by overseas subsidiary and that of petrochemical customers for Gas Logistics. Roll out of new Autogas stations and increase in volumes of Packed LPG also contributed towards higher profitability. Overall volumes were higher by 31% on account of higher logistics volumes by Public Sector Undertakings and Petrochemical Companies. The group profit of this business was, however, affected due to mark to market provisioning towards revaluation of foreign currency borrowings, creditors, etc.

The Company updated its Risk Management Policy to protect the property, earnings and personnel of the Company against losses and legal liabilities that may be incurred due to various risks.

OUTLOOK FOR THE COMPANY

With Oil & Gas Sector of India's economy expected to remain buoyant, the traffic at the Ports especially of Petroleum, Oil & Lubricants (POL products) is expected to grow in the coming years driven by increased consumption of POL products and Gas. The Company is poised to take advantage of such growth opportunities by setting up additional capacities at different Ports in Liquid Logistics and by increase in turnaround times in Gas business. Steady growth of Autogas business, leveraging network of Autogas Dealers for packed Gas business and substantial increase in volumes by PSU and Petrochemical customers are expected to continue towards volume based growth in Gas Business.

The newly launched business of Marine products is also progressing well at Mumbai Port and is expected to be extended at Kochi Port during the current financial year 2012-13.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term Shareholder value.

The Directors are pleased to recommend Dividend of 20% i.e. Rs.2/~ per Share (previous year Rs.4.00 per Share) for the year ended 31st March, 2012, which if approved at the forthcoming Annual General Meeting will be paid to those Equity Shareholders of the Company whose names appear on the Register of Members as on book closure date.

SUB DIVISION OF SHARES

The Members vide resolution passed through Postal Ballot on 19th November, 2010 had approved the sub division of shares from the face value of Rs.10/- each to Rs.2/~ each. Giving effect to this resolution and fixing of record date shall be decided in due course.

OVERSEAS SUBSIDIARY

During the year. Aegis International Marine Services Pte. Ltd., (AIMS) a wholly owned subsidiary of the Company was established at Singapore with an objective of providing to Marine community extensive range of marine fuels, marine lubricants and other marine products at various Ports.

MARINE PRODUCTS DIVISION

During the year, the Company launched its Marine Products Division to offer World Class Fuels and Bunkers to shipping industry at various Ports with quality, safety and timely delivery.

EPC DIVISION

With the success of Operation & Maintenance (O&M) contracts in last few years. Company initiated Erection, Procurement & Commissioning (EPC) Division to undertake the O&M and EPC contracts relating to terminalling and logistics facilities of Oil, Gas & Chemicals. During the year Company was awarded contracts by ONGC (Nhava) and BPCL (Jetty Operations) at JNPT which will contribute towards revenue and profitability in FY13 onwards.

CREDIT RATING

Based on the operating and financial performance, the Company continues to have Long-term Credit 1 Rating of "AA" (Double A) and the short-term credit Rating of "AR1 " (AR One Plus) by Credit Rating Agency Credit Analysis and Research Ltd. (CARE).

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS 21) "Consolidated Financial Statements" notified under the Companies (Accounting Standards) Rules 2006, Consolidated Financial Statements of the Group are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India (MCA), has on 8th February, 2011 issued directions through a general circular, exempting Holding Companies from attaching specified particulars of its' Subsidiary Companies with the Balance Sheet of the Holding Company. The directions have been issued by MCA in terms of Section 212(8) of the Companies Act, 1956.

The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

FIXED DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the financial year amounted to Rs. 5.18crores. Deposits of Rs. 0.10 crores which fell due for repayment before the close of the financial year remained unclaimed by the depositors at the close of the accounting year. There were no overdue deposits other than those unclaimed at the year end.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

LISTING OF EQUITY SHARES

The Company's Equity Shares are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Listing Fees for the period of 1st April, 2012 to 31st March, 2013.

The delisting application made to the Delhi Stock Exchange Association Ltd., pursuant to shareholders resolution dated 29th September, 2005 for voluntary delisting in compliance of SEBI Delisting Guidelines, is still pending with the Stock Exchange and hence the listing fees from the year 2007-08 onwards is not payable.

DIRECTORS

Mr. D. J. Khimasia, Mr. R. J. Karavadia retires by rotation and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

HEALTH, SAFETY & ENVIRONMENT (HSE) AND RESPONSIBLE CARE

The Company is holding coveted certifications, viz. ISO-9001 (2008), ISO-14001 (2004) and OHSAS-I8OOI (2007) and thereby meet all Quality, Environmental Safety Standards specified under these Certifications.

Periodic programmes and regular seminars are being arranged for middle and senior Executives to impart training in respect of different functional and general management areas.

The Company continues to extend support to various Industry forums e.g. Bombay Chamber of Commerce and Industry, Indian Merchant Chambers, Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Part A & B of the Rules, pertaining to conservation of energy & technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings & outgo are provided in Note No.37, 39 and 40 forming part of the Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2012 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

The Directors further confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, Prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

APPRECIATION

The Board of Directors gratefully acknowledge the assistance and co-operation received from the authorities of Port Trust, Bankers, Central and State Government Depts., Shareholders, Suppliers, Customers and the Employees.

For and on behalf of the Board

Place: Mumbai K. M. Chandaria

Dated: 29th May, 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the 54th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

(Rs. in crores)

Group Consolidated Company Standalone

2010-11 2009-10 2010-11 2009-10

Sales and Other Income 1809.88 504.91 261.48 290.03

Gross Profit (before interest and 85.31 77.23 57.24 60.96 depreciation)

Profit before tax 61.31 43.02 44.35 49.42

Provision for taxation

- Current Tax 1577.22 12.22 13.61 11.57

-Deferred (154.68> (0.90) (0.47) (0.90)

Net Profit after tax 47.09 43.02 31.21 38.94

Balance in P&LA/c. 142.85 118.86 144.46 124.56

Profit available for distribution 189.54 161.89 175.67 163.50

OPERATING PERFORMANCE

The operating performance of the Group has shown better results, however, the performance of Company on Standalone has declined marginally, as above.

The Company earned gross profit before interest, depreciation and tax (PBIDT) of Rs.57.24 crores during the financial year under review. Profits before tax (PBT) stood at Rs.44.35 crores. Net profit after tax (PAT) was Rs.31.21 crores. Whereas Logistics business have achieved 12% growth, performance of Gas Business was reduced due to lower volumes in Industrial Gas Distribution.

Overall performance of the Group has increased substantially with PBIDT of Rs. 85.31Crores (Rupees 77.23 crores), PBTof Rs.61.31 crores (Rupees 43.02 crores) and PAT of Rs.47.09 crores (Rs.43.02 crores).

LIQUID LOGISTICS DIVISION

Revenues of the group for this division were higher for the year at Rs. 86.66 crores (Rs.81.02 crores) and the company achieved growth in profitability of 8% on YoY basis mainly due to good performance at Mumbai Terminals. The volumes have continued to witness an upward trend. Kochi Terminal Revenue remained subdued pending connectivity to other Jetty with deeper draft & Length Over All (LOA) and undergoing maintenance of a few tanks post clearance of molasses from these tanks.

Company has undertaken various initiatives towards better yield and efficiencies and to strive for World Class Standards in operation of the Terminals.

GAS DIVISION

The Gas Division revenue significantly increased to an amount of Rs.1,723.21 crores (previous year Rs.223.88 crores) largely due to activating overseas subsidiary into International Business of sourcing and shipping LPG for Third party customers. Roll out of new Autogas Stations, substantial increase in volumes of Gas Logistics and new business of Packed LPG by our Subsidiary Company contributed towards higher revenue and profitability of Gas Business. Overall volumes were higher by 57% during the year on account of higher logistics volumes by PSU and Petrochemical Companies. Roll out of Autogas Stations reached to 74 outlets including two Flagship Autogas Stations in Tier 1 City. All the factors led to increase segmental profit to Rs.44.15 crores (Previous year Rs.37.57 crores).

OUTLOOK FOR THE COMPANY

The outsource logistics market accounts for more than 25% of the total logistics market and is expected to grow at healthily pace and thus provides a huge untapped opportunities. Indias Port based Storage capacity in the Private Sector (3.8 Million KL) is very small by Global Standards. International commodities Traders are expanding their requirements for Global Storage capacity for arbitrage / contango strategies apart from trading and distribution in the growing Indian market. Domestic volumes of Petrochemical Industry are expected to grow by 8 - 9% over the medium term in line with Indias GDP growth. Deregulation of the Oil Sector is expected to improve business prospects, as new entrants, shall require integrated logistics services. Further, large portion of global chemical growth is expected in the Asia Pacific Region requiring infrastructure facilities.

Aegis continues its strategy to build a national Storage and Distribution network of Port Terminals, Inland Depots and Retail Outlets. Towards this, Company entered into an MOU with Pipavav Port for availing land for future expansion. Connectivity to new Jetty with higher Draft & LOA at Kochi Terminal is expected to revive the logistics business at Kochi. The Debottlenecking Plant at Mumbai Terminal is progressing well.

The volume growth in the Gas Business is expected to continue in the medium term mainly driven by increase in Throughput volumes by Petrochemical as well as PSU Companies, Industrial Packed Cylinders business and rolling out of more Autogas stations. Industrial Gas distribution showed a decline in volumes due to industrial customers shifting to CNG or International Gas Grid sourcing.

DIVIDEND

The company continues to evaluateand manage its dividend policy to build long term Shareholder value.

For the financial year 2010-11 an interim dividend of 20% (Rs.2/- per share) was declared and paid.

The Directors are pleased to recommend Final Dividend of 20% i.e. Rs.2/- per Share (previous year Rs.3.00 per Share) for the year ended 31st March, 2011, which if approved at the forthcoming Annual General Meeting will be paid to those Equity Shareholders of the Company whose names appear on the Register of Members as on book closure date. The total Dividend for the year would then total to Rs.4/- per share.

SHARE CAPITAL

During the year 2010-11 the Company had issued and allotted 12506710 Equity Shares of Rs.10/- each as Bonus Shares in the proportion of two Bonus Shares for every existing 3 fully paid up Equity Shares and 2120190 Equity Shares of Rs.10/- each on Preferential Allotment basis to Infrastructure India Holdings Fund LLC.

Also during the year 2010-11 the Company had forfeited 29687 Equity Shares of the Company for non- payment of allotment monies and calls in arrears. The shares so forfeited were cancelled.

The paid up capital of the Company post Bonus Issue, Preferential Issue and Forfeiture of Shares was 33400000 Equity Shares of Rs.10/- each.

NEWACQUISITION

Apropos to the execution of documents relating to acquisition in the previous year, Company acquired 100% shareholding of Shell Gas (LPG) India Pvt. Ltd. (SGLIPL) on 1st April, 2010. Consequently, SGLIPL has become wholly owned subsidiary w.e.f. 1st April, 2010. The name of SGLIPL has since been changed to Aegis Gas (LPG)Pvt.Ltd.(AGPL).

SUB DIVISION OF SHARES

The Members vide resolution passed through Postal Ballot on 19th November, 2010 had approved the sub division of shares from the face value of Rs.10/- each to Rs.2/- each. Giving effect to this resolution and fixing of record date shall be decided in due course.

NEW SUBSIDIARY

During the year Aegis Gas (LPG) Pvt. Ltd. (AGPL), the wholly owned subsidiary of the Company acquired 100% Equity Shares of Hindustan Aegis LPG Ltd. (HALPG), from its erstwhile shareholders. Consequently HALPG ceased to be an associate and has become a wholly owned subsidiary of AGPL.

OVERSEAS SUBSIDIARY

Overseas Subsidiary at Singapore has been activated into International Gas Business of sourcing and shipping LPGforThird party customers. The activity is progressing well.

DEAL WITH APM TERMINALS

The Company entered into a major deal with APM Terminals, Pipavav to avail of sub-lease close to 100 acres of land for building a Global Oil and Petrochemical Storage complex.

O&M CONTRACT

The Company has been awarded the Operations & Maintenance (O&M) Contract for the product storage and dispatch operations of Bharat Oman Refinery Ltd. (BORL) at Bina in Madhya Pradesh signifying the Aegis expertise of the Company in Liquid Logistics and Operations & Maintenance.

CREDIT RATING

The operating and financial performance of the Company yielded financial solidity which has resulted into upgradation in Long-term Financial Rating from "AA-" to "AA" (Double A) by Credit Rating Agency. The Short- Term Credit Rating continues to be "PR1+" by CARE and "PI+" by CRISIL.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India (MCA), has on 8th February, 2011 issued directions through a general circular, exempting Holding Companies from attaching specified particulars of its Subsidiary Companies with the Balance Sheet of the Holding Company. The directions have been issued by MCA in terms of Section 212(8) of the Companies Act, 1956.

The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

FIXED DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the financial year amounted to Rs. 6.62 crores. Deposits of Rs.0.29 crores which fell due for repayment before the close of the financial year, remained unclaimed by the depositors at the close of the accounting year. There were no overdue deposits other than those unclaimed at the year end.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

LISTING OF EQUITY SHARES

The Companys Equity Shares are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. TheCompany has paid the ListingFees for the period of 1st April, 2011to31st March, 2012.

The delisting application made to the Delhi Stock Exchange Association Ltd., pursuant to shareholders resolution dated 29th September, 2005 for voluntary delisting in compliance of SEBI Delisting Guidelines, is still pending with the Stock Exchange and hence the listing fees from the year 2007-08 onwards is not payable.

DIRECTORS

Mr. A. M. Chandaria, Mr. V. H. Pandya retires by rotation and being eligible offer themselves for re- appointment.

AUDITORS

The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors Report are self explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

HEALTH, SAFETY* ENVIRONMENT (HSE) AND RESPONSIBLE CARE

The Company is holding coveted certifications, viz. ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) and thereby meet all Quality, Environmental Safety Standards specified under these Certifications.

Periodic programmes and regular seminars are being arranged for middle and senior Executives to impart training in respect of different functional and general management areas.

The Company continues to extend support to various Industry forums eg. Bombay Chamber of Commerce and Industry, Indian Merchant Chambers, Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Part A & B of the Rules, pertaining to conservation of energy & technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings & outgo are provided in Note No.B.12.E, B.12.G & B.12.H of Schedule 18 forming part of the Accounts.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2011 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

The Directors further confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the FinancialYearandoftheprofitsoftheCompanyforthatperiod;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

APPRECIATION

The Board of Directors gratefully acknowledge the assistance and co-operation received from the authorities of Mumbai Port Trust, Bankers, Central and State Government Depts., Shareholders, Suppliers, Customers and the Employees.

For and on behalf of the Board

Place: Mumbai K. M. Chandaria

Dated: 30th May, 2011 Chairman




Mar 31, 2010

The Directors have pleasure in presenting the 53rd Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in crores)

2009-10 2008-09

Sales and Other Income 290.03 371.82

Gross Profit (before interest and depreciation) 60.96 47.32

Profit before tax 49.42 36.88

Provision for taxation - Current 11.37 8.87

- Fringe Benefit 0.00 0.25

- Deferred (0.90) (2.62)

Met Profit after tax 38.94 30.38

Balance in P & L A/C 124.56 108.41

Profit available for distribution 163.50 138.79

OPERATING PERFORMANCE

The Company earned gross profit before interest, depreciation and tax of Rs.60.96 crores during the financial year under review. Profits before tax stood at Rs. 49.42 crores. Net profit after tax was Rs.38.94 crores. During the period of changing industry conditions in 2009-10, each of the companys business segments achieved good results.

LIQUID LOGISTICS DIVISION

Revenues of the group for this division were higher for the year at Rs.81.03 crores (Rs.70.60 crores year earlier). The company achieved an increase of 15% on higher capacity utilization during the year. The Mumbai Terminals of the division operated at over 100%. Most of the chemical and petrochemical customers resumed normal imports during the year as the Indian economy saw swift recovery from the world wide financial and economic crisis. The Kochi terminal also generated revenue though subdued on clearance of past legacy issues. Business from petroleum companies continued to remain strong throughout the year.

The company understands the importance of technology in this segment and continues to invests consistently in it over a long period of time. The Six Sigma project initiated at the companys terminal has yielded considerable benefits in operating efficiencies. Here the goal is to achieve world class standards in delivering service to its customers.

GAS DIVISION

The Gas Division revenue stood at Rs. 223.96 crores for the year (Previous year Rs.315.60 crores). The Division had during the previous year witnessed large swings in international gas prices from $800/mt at one stage to $460 as oil and gas prices crashed. During the year the prices have stabilized back to normal level and hence the decrease in value terms in revenue. However the volumes were higher by 42% during the

year with larger share from petrochemicals and autogas in the product mix. The volumes in Industrial segment were broadly stable and rose in PSU and petrochemicals companies thruput. The Autogas volumes also registered an increase with rollout of 66th outlet during the year. During the year the company opened two flagship autogas stations in Tier 1 city.

TAKEOVER OF AEGIS GAS (LPG) PVT .LTD ( FORMERLY SHELL GAS (LPG) INDIA PVT. LTD)

In the ensuing financial year the Company has acquired Shell Gas (LPQ) India Private Limited (SQLIPL). The target Company has an import terminal at Pipavav Port, Cylinder filling facilities and a presence in the wholesale and packed LPQ in around eight major cities in Gujarat and Maharashtra. This acquisition will support the rapidly growing LPG Business of the Company.

STRATEGIC TIE UP WITH ESSAR

The Company has entered into a strategic alliance with Essar Oil Limited which entails a reciprocal arrangement wherein both the companies would sell each others fuels through their retail outlets.

This tactical coalition will cover 7 states which include Gujarat, Maharashtra, Karnataka, Madhya Pradesh, Andhra Pradesh, Rajasthan and Tamil Nadu, Aegis Autogas facilities will be setup at Essar Oils Retail Outlets (ROs) and MS/HSD facilities of Essar Oil Limited will be setup at Aegis Autogas Dispensing Stations (ADS). Bulk of the investments for adding such facilities on both sides will be undertaken by the Company, who views this association as a key strategic initiative in fast tracking their vision of rolling out Autogas Stations.

OUTLOOK FOR THE COMPANY

The company expects good growth in Logistics as chemical and petrochemical markets are expected to continue to grow. 60% of global chemical demand growth is expected to be in Asia Pacific. With a high quality portfolio of assets that is differentiated from competition, consistent commitment to technology and strength of functional organization will allow the company to deliver good results. In the case of its Kochi Terminal, the company was able to resolve its long standing legacy issue and is in active discussion with Kochi Port to provide additional operational flexibility to be able to cater to international size cargoes and enhance its capacity utilization. The company expects to continue operating at over 100% capacity utilization at both its existing Terminals at Mumbai. The expansion at its Mumbai Terminal is well underway and is expected to commence operations in the ensuing year providing growth in logistics.

The Gas Business continues to show good prospects for growth. This growth would be mainly driven by transportation sector. Diversifying the Companys Gas distribution into new segments like commercial/industrial packed cylinders and the strategic alliance with Essar Oil, along with companys focus on increasing the penetration of Autogas LPG will drive the growth in this segment during the ensuingyear.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term Shareholder value.

For the financial year 2009-10 an interim dividend of 27.5% (Rs. 2.75 pershare) was declared and paid.

The Directors are pleased to recommend Final Dividend of 30% i.e. Rs.3/- per Share (previous year Rs.2.00 per Share) for the year ended 31st March, 2010, which if approved at the forthcoming Annual General Meeting will be paid in proportion to the amount paid up or credited as paid up to those Equity Shareholders of the Company whose names appear on the Register of Members as on book closure date. The total Dividend for the year would then total to Rs 5.75 per share.

BUY BACK

The Board of Directors at its meeting held on 9th July, 2009, in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations 1998 passed a resolution to buy-back maximum 11,69,307 equity shares and minimum 584655 equity shares of the Company being 10% of the paid-up Equity Share Capital and free reserves of the Company aggregating to Rs. 1672.11 lacs, through open market purchases through Stock Exchanges up to a maximum price of Rs. 143 per share for a total value of Rs. 1672.11 lacs.

Accordingly, during the year, the Company had bought-back total of 10,20,473 equity shares at a price not exceeding Rs. 143 per share through open market transactions for an aggregate amount of Rs. 1406.82 lacs. The Buy back commenced from 14th August, 2009 and closed on 26lh February, 2010. The Shares so bought during the period have been extinguished.

Since the Company purchased its Equity Shares in excess of the requisite minimum number of Shares and pursuant to the provisions of the Buy Back Scheme, the Board decided to close the Buy-back of Equity Shares from the open market through Stock Exchanges with effect from 26lh February 2010. The acceptance of all Equity Shares bought back and completion of all payment obligations in respect of the Buy-back had been completed by that date.

Consequently the issue and paid up equity shares capital of the company stands reduced to Rs. 1876.94 lacs.

FINANCE / CREDIT RATING

The Company continues to be in a sound financial position with key ratios indicating sound financials. Lower financial gearing coupled with increased Net Worth will enable the Company to undertake Greenfield projects.

As per BASEL II and NCD ratings, the Company has received AA- rating for the Fund based/ Term Loan/NCD facilities and PR1 + rating for the Non Fund based facilities.

NON CONVERTIBLE DEBENTURES

During the year the Company has issued Secured Redeemable Non Convertible Debentures (NCDs) amounting to Rs. 25 crores through private placement with institutional investors. The said NCDs are listed on the Wholesale Debt Segment of National Stock Exchange of India Ltd (NSE) and are secured by the charge on the specific immovable properties of the Company ranking pari passu inter-se basis. IDBI Trusteeship Services Limited are acting as the Debenture Trustees for the said NCDs.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India, vide letter no. 47/331/2010-CL-III dated 29h April, 2010 has granted approval that the requirements to attach various documents in respect of subsidiary companies, as set out in Section 212(1) of Companies Act, 1956, shall not apply to the Company. Accordingly the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet. Financial information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FIXED DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the financial year amounted to Rs.7.38 crores . Deposits of Rs. 0.08 crores which fell due for repayment before the close of the financial year, remained unclaimed by the depositors at the close of the accounting year. There were no overdue deposits other than those unclaimed at the year end.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

LISTING OF EQUITY SHARES

The Companys Equity Shares are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Listing Fees for the period of 1st April, 2010 to3rMarch, 2011.

The delisting application made to the Delhi Stock Exchange Association Ltd., pursuant to shareholders resolution dated 29th September, 2005 for voluntary delisting in compliance of SEB1 Delisting Guidelines, is still pending with the Stock Exchange and hence the listing fees from the year 2007-08 onwards is not payable.

DIRECTORS

Mr. K. M. Chandaria, Mr. R. P Chandaria and Mr. K.S.Magpal retires by rotation and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors of the Company M/s. Deloittee Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors Report are self explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

HEALTH, SAFETY & ENVIRONMENT (HSE) AND RESPONSIBLE CARE

The Company continues to hold three coveted certifications, i.e. ISO 9001, ISO 14001 and OHSAS 18001.

The company has been admitted as a member of "British Safety Council" which has awarded the Company with a certificate to the effect stating that "Aegis Logistics Limited is committed to working towards Health, Safety and Environmental best practice".

Seminars are periodically arranged specially for Senior Executives on Stress Management. The Company imparts various training to its executives through various workshops, seminars on HSE, some of which are organized by the Company personnel themselves.

The Company continues to extend support to various Industry forums e.g. Bombay Chamber of Commerce and Industry, Indian Chemical Council etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 :

(i) Part A & B of the Rules, pertaining to conservation of energy & technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings & outgo are provided in Note No.B. 11 .Q & B. 11 .E of Schedule 18 forming part of the Accounts.

DIRECTORSRESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31s March, 2010 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

The Directors further confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

APPRECIATION

The Board of Directors gratefully acknowledge the assistance and co-operation received from the authorities of Mumbai Port Trust, Bankers, Central and State Government Depts., Shareholders, Suppliers, Customers and the Employees.

For and on behalf of the Board

Place: Mumbai K. M. Chandaria

Dated : 24th May, 2010 Chairman

 
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