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Notes to Accounts of Aegis Logistics Ltd.

Mar 31, 2023

1. Corporate guarantees given on behalf of Aegis Gas (LPG) Private Limited (AGPL) and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the difference between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL''s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Limited, the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

[d] Rights, preferences and restrictions attached to equity shares :

a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

c) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

Note 23.1 : Description of nature and purpose of each reserve:

1. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

2. Capital reserve represents reserve created pursuant to upfront payment for equity warrants forfeited in the year 1996-97

3. Capital reserve (Demerger) represents reserve created pursuant to scheme of amalgamation and demerger.

4. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

Terms of borrowings

1) Non- Current Loans from banks are secured by way of :

(i) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and was secured by a charge on the assets acquired from the amounts financed by the Bank. The charge has subsequently been released by the Bank.

(ii) Suppliers credit from HDFC Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

(iii) Loan from SCL carries an interest rate of 6% p.a. and is repayable 24 months from the date of disbursement.

2) Current Loans from banks are secured by way of :

(i) Suppliers credit from HDFC banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

3) Unsecured Loans

(i) Loans taken from Citibank are repayable within 180 days and carries an interest rate of 5.50% p.a.

(ii) Loans taken from HSBC are repayable within 365 days and carry an interest rate between 5.35-5.55% p.a.

(iii) Loans from Qatar National Bank Limited are repayable within 180 days and carries an interest rate between 5.25-5.45% p.a.

(iv) Suppliers credit from Kotak Mahindra Bank is repayable within 180 days and carries an interest rate between 5.55-5.6% p.a.

(v) Suppliers credit from Axis Bank Limited is availed for a period less than 365 days and is charged at the 3-month MCLR of the Bank prevalent on the date of each disbursement.

(vi) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years.

(vii) Buyer''s credit from Axis Bank Limited are repayable within 90 days.

Note 38.2

During the previous year, the Company has transferred its investment in Equity shares of Konkan Storage Systems (Kochi) Private Limited for Rs. 18.50 lakh to wholly owned subsidiary company Aegis Vopak Terminals Limited. The Company has recognised loss of Rs. 965.46 lakh which represents the difference between sale consideration of Rs.18.50 lakh and carrying value of investments as on date of sale i.e. Rs. 983.96 lakh (including deemed contribution of Rs. 973.96 lakh)

Contingent Liabilities and commitments:

(All amounts are in INR lakh, unless stated otherwise)

Sr. Particulars No.

As at March 31, 2023

As at March 31, 2022

1 Primarily relates to demands received from income tax authorities for various assessment years, on account of disallowances of expenses u/s 14A of Income Tax Act, 1961.

92.53

88.97

2 Primarily relates to demands received from sales tax authorities in respect of financial year 2016-17 and 2017-18 due to mis-match of input tax credit.

140.80

239.02

3 Claims against the Company not acknowledged as debts

12.00

12.00

4 In respect of air pollution matters pending before Supreme Court.

14,200.00

14,200.00

Contingent Liabilities and commitments:

Note:

Future Cashflows in respect of above are determinable only on receipt of Judgements / decision pending with various forums / authorities. The Company is hopeful of succeeding & as such does not expect any significant liability to crystalize.

5 Estimated amount of contracts remaining to be

executed on Capital Account and not provided for (Net of Capital Advances)

570.57

1,481.00

6 Guarantees given to Banks against repayment of Term Loans, NCD and working capital facilities advanced from time to time to Aegis Gas LPG Private Limited, a wholly owned subsidiary of the Company to the extent of

2,400.00

2,400.00

The amount of such facilities availed against guarantee

754.00

1,883.00

Note:

1 Excludes excess spent amount of Rs. 49.2 lakh on CSR Activities during the current FY 202223 for which asset is created in the financial statements.

2 Aegis Logistics Limited has spent excess amount of Rs. 49.2 lakh on CSR Activities during the current FY 2022-23 which will be set off against the requirement to contribute towards CSR upto the immediate three succeeding financial years.

3 Aegis Logistics Limited has spent excess amount of Rs. 19.52 lakh on CSR Activities during the current FY 2021-22 which has been set off against the requirement to contribute towards CSR for FY 2022-23.

4 Amount of Rs. 101.21 lakh that were transferred to unspent CSR account on April 30, 2021 pertained to ‘Ongoing projects'' for FY 2020-21, which were spent during the previous FY 2021-22.

5 1) Preventive Healthcare; 2) Ensuring environmental sustainability; 3) Livelihood enhancement projects; 4) Eradicating Hunger, Poverty and malnutrition; 5) Disaster management, including relief, rehabilitation and reconstruction activities; 6) Promoting Art & Culture; 7)Rural development

Reason for variation

1. Increase is due to increase in bank balances and current investments in mutual funds due to consideration received in respect of slump sale of undertakings.

2. Decrease is due reduction in borrowing due to repayments made during the year.

3. Increase in ratio is mainly due to increase in profit for the year on account of profit on slump sale of undertakings.

4. Increase is due to increase in cost of goods sold because of increase in revenue.

5. Increase is due to increase in revenue from operation.

6. Decrease is due increase in working capital due to reason stated in note 1 above.

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company''s reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Employee Benefits Defined contribution plan

The Company makes provident fund and pension fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Company''s contribution to the provident and pension fund is Rs. 312.40 lakh (Previous year Rs. 384.39 lakh)

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees'' Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out funded status of the gratuity plan and the amounts recognised in the Statement of Profit and Loss.

1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 4.18 years.

The Company makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the year ending March 31, 2024 is Rs.

50 lakh.

Note 48

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves . The primary objective of the Company''s Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

¦ Credit risk ;

¦ Liquidity risk ; and

¦ Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company''s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers'' credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company''s short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 54,110 lakh as of March 31, 2023 (Rs. 17,906 lakh as of March 31, 2022), from its bankers for working capital requirements. The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

Exposure to liquidity risk

The following table details the Company''s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/outflows disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Market risk

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

iv) (a) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency. The functional currency of the Company is Indian Rupee. The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

iv) (b) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company''s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

(i) On July 12, 2021, a Share Subscription Agreement was entered into between Aegis Logistics Limited (“ALL”), Vopak India B.V. (“Vopak”) and ALL''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 ALL, Vopak and AVTL which was amended on May 19, 2022 (collectively, “SHA”). As per the agreement, on receipt of the application money of Rs. 10,983,450,229 from Vopak, 490,000 equity shares of AVTL of Rs.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.

Further, pursuant to SSA and SHA, Aegis Logistics Limited (“ALL”) and its subsidiary AVTL have 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 have 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. Accordingly, the Company has recognised profit of Rs.42,937.63 lakh in respect of the said business transfers which is included under other income in these financial statements.

(ii) In terms of the SHA, ALL has an option to transfer certain agreed number of CCPS held by it to Vopak (Put Option) for an agreed consideration subject to certain conditions precedent. Further in terms of the SHA, Vopak has an option to require ALL to transfer certain agreed number of CCPS held by it to Vopak (Call Option) for an agreed consideration subject to certain conditions precedent. Certain portion of Call / Put Option has crystalised before the date of approval of the Financial Statements on fulfilment of the conditions precedent.

The fair value gain in respect of the Call / Put Option has been recognised based on the consideration agreed for options crystallised and using the Black Scholes Model for the options which have not crystallised.

The fair value gain in respect of the above has been included under Other Income with a corresponding asset disclosed as derivative asset under Other Financial Assets.

(iii) During the previous year, Vopak India B.V. (“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) Limited] and Aegis Logistics Limited (“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 Rs. 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, ALL through its subsidiary AVTL owns 51% of the share capital of CRL w.e.f. May 31, 2022.

Note 54

Other Statutory Information

(i) There are no balances outstanding with struck off companies as per section 248 of the Companies Act, 2013.

(ii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iv) The Company has not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

(v) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(vi) The quarterly returns / statements including updations thereto, if any, filed during the year with banks or financial institutions in relation to working capital loans are in agreement with the books of account.

(vii) No bank, financial institution or other lender has declared the Company as a wilful defaulter.

Note 55

The Company has declared and paid :-

a) 1st interim dividend of 150% i.e. Rs. 1.50 per share of face value of Re. 1 each to the shareholders of the Company as on record date August 23, 2022.

b) 2nd interim dividend of 100% i.e. Re. 1 per share of face value of Re. 1 each to the shareholders of the Company as on record date September 23, 2022.

c) 3rd interim dividend of 200% i.e. Rs. 2 per share of face value of Re. 1 each to the shareholders of the Company as on record date November 16, 2022.

The Board of Directors of the Company has recommended a final dividend of Rs. 1.25 per equity share for the year ended March 31, 2023 (Previous Year Rs. 0.50 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 56

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on May 30, 2023.


Mar 31, 2022

1. Corporate guarantees given on behalf of Aegis Gas (LPG) Private Limited (AGPL) and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the difference between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL’s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Limited, the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

[d] Rights, preferences and restrictions attached to equity shares :

a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

c) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the Company.

Note 22.1 : Description of nature and purpose of each reserve:

1. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

2. Capital reserve represents reserve created pursuant to upfront payment for equity warrants forfeited in the year 1996-97

3. Capital reserve (Demerger) represents reserve created pursuant to scheme of amalgamation and demerger.

4. Debenture redemption reserve represents reserve created out of profit/ retained earnings in respect of debentures to be redeemed.

5. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

6. Stock options outstanding account relates to the stock options granted by the Company to employees under an Employees Stock Purchase Plan 2019 (Refer note 44).

Terms of borrowings

1) Non- Current Loans from banks are secured by way of :

(i) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR.

Loan from HDFC Bank Limited is repayable in 10 equal quarterly instalments commencing twelve months from disbursement date viz, March 29, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(ii) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank Limited is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, July 31, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(iii) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank Limited is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, August 09, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(iv) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

(v) Suppliers credit from HDFC Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

(vi) Loan from SCL carries an interest rate of 6% p.a. and is repayable 24 months from the date of disbursement

2) Current Loans from banks are secured by way of :

(i) Buyer’s credit loan from banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

(ii) Overdraft facility taken from banks are secured by lien on Fixed Deposits placed by the Company.

3) Unsecured Loans

(i) Loans taken from Citibank are repayable within 180 days and carries an interest rate of 5.50% p.a.

(ii) Loans taken from HSBC are repayable within 365 days and carry an interest rate between 5.35-5.55% p.a.

(iii) Loans taken from Kotak Mahindra Bank are repayable within 90 days and carries an interest rate of 5.60% p.a.

(iv) Loans from Qatar National Bank Limited are repayable within 180 days and carries an interest rate between 5.25-5.45% p.a

(v) Loan taken from HDFC Bank is repayable within 11 months and carries an interest rate of 5.60% p.a.

(vi) Suppliers credit from Kotak Mahindra Bank is repayable within 180 days and carries an interest rate between 5.55-5.6% p.a.

(vii) Buyer’s credit from DBS Bank Limited are repayable within 90 days.

(viii) Suppliers credit from Axis Bank Limited is availed for a period less than 365 days and is charged at the 3-month MCLR of the Bank prevalent on the date of each disbursement.

(ix) Loan from HDFC Bank Limited is repayable within 13 months and carries an interest rate of 6.90% p.a.

(x) Buyer’s credit from Axis Bank Limited are repayable within 90 days.

(xi) Suppliers credit from HDFC Bank is repayable within 60 days and carries an interest rate between 5.25-5.40% p.a.

Note 37.2

The Company has transferred its investment in Equity shares of Konkan Storage Systems (Kochi) Private Limited for Rs. 18.50 lakh to wholly owned subsidiary company Aegis Vopak Terminals Limited.

The Company has recognised loss of Rs. 965.46 lakh which represents the difference between sale consideration of Rs.18.50 lakh and carrying value of investments as on date of sale i.e Rs. 983.96 lakh (including deemed contribution of Rs. 973.96 lakh)

Reason for variation

1. Increase is due to increase in current assets due to increase in trade receivables due to year end transactions.

2. Decrease in ratio is mainly due to increase in borrowing repayments as per terms of borrowings.

3. Increase is due to increase in profit mainly due to increase in revenue and reduction in expenses as per Employee Stock Purchase Plan

4. Increase is due to increase in cost of goods sold because of increase in revenue.

5. Increase is due to increase in purchases because of increase in revenue.

6. Due to increase in revenue.

Employees Stock Purchase Plan 2019 (‘ESPP 2019’)

The Employees Stock Purchase Plan 2019 (‘ESPP 2019’) grants rights to purchase shares to the eligible employees and/or directors (“the Employees”) of the Company and/or its subsidiaries. The shares are issued pursuant to the grant at an exercise price, which is either equal to the fair market price or at a premium, or at a discount to market price as may be determined by the Nomination and Remuneration Committee of the Board of the Company.

During the financial year 2019-20, the Nomination and Remuneration Committee had granted rights to purchase 17,000,000 equity shares at an exercise price of Rs. 1/- per share to the Employees, the same are vested in a graded manner and exercised within a specified period.

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company’s reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Employee Benefits Defined contribution plan

The Company makes provident fund and pension fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Company’s contribution to the provident and pension fund is Rs. 384.39 lakh (Previous year Rs. 308.68 lakh)

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 3.86 years.

The Company makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the year ending March 31, 2023 is Rs.

50 lakhs.

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves . The primary objective of the Company’s Capital Management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

B. Measurement of fair values

The following table gives information about how the fair value of the above financial assets and liabilities measured as such are determined:

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

¦ Credit risk ;

¦ Liquidity risk ; and

¦ Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure. Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company’s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company’s short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 17,906 lakhas of March 31, 2022 (Rs. 20,272 lakhs of March 31, 2021), from its bankers for working capital requirements. The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

Exposure to liquidity risk

The following table details the Company’s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/outflows disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Market risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

iv) (a) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency.

The functional currency of the Company is Indian Rupee The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

iv) (b) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

(i) On July 12, 2021, a Share Subscription Agreement was entered into between Aegis Logistics Limited (“ALL”), Vopak India B.V. (“Vopak”) and ALL’s wholly owned subsidiary Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) (“AVTL”) which was subsequently amended on dated May 19, 2022 (collectively, “SSA”). On the same day, a Shareholders Agreement was also entered into between ALL, Vopak and AVTL which was amended on May 19, 2022 (collectively, “SHA”). As per the agreement, subsequent to year end, on receipt of the application money of Rs. 10,983,450,229 from Vopak, 490,000 equity shares of AVTL of Rs. 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. 25 May, 2022.

Further, pursuant to SSA and SHA, during the year, Aegis Logistics Limited (“ALL”) and its subsidiary AVTL have 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, AGPL and AVTL have 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 subsequent to the year end on 20 May, 2022

(ii) During the year, Vopak India B.V. (“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) Limited] and Aegis Logistics Limited (“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

Rs. 2,365,000,000 (Rs. Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as contemplated in the CRL SPA.

(iii) During the year, a Share Purchase Agreement (“HALPG SPA”) dated 12th July, 2021 has been entered into between Aegis Gas (LPG) Private Limited (“AGPL”), Vopak India B.V. (“Vopak”) and Aegis Logistics Limited (“ALL”) 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, ALL through its wholly owned subsidiary AGPL owns 51% of the share capital of HALPG w.e.f. May 25, 2022.

Note 54

The Company has sold and transferred its entire holding of 1,00,000 equity shares of Rs. 10 each in

Konkan Storage Systems (Kochi) Private Limited to its another wholly owned subsidiary Aegis Vopak

Terminals Limited at a consideration of Rs. 18.50 per equity share.

Other Statutory Information

(i) There are no balances outstanding with struck off companies as per section 248 of the Companies Act, 2013.

(ii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iv) The Company has not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

(v) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(vi) The quarterly returns / statements including updations thereto, if any, filed during the year with banks or financial institutions in relation to working capital loans are in agreement with the books of account.

(vii) No bank, financial institution or other lender has declared the Company as a wilful defaulter.

Note 56

The Company has declared and paid 200% interim dividend i.e Rs. 2 per share of face value of Re. 1 each to the shareholders of the Company as on record date February 18, 2022.

The Board of Directors of the Company has recommended a final dividend of Rs. 0.50 per equity share for the year ended March 31, 2022 (Previous Year Rs. 2 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 57

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on May 27, 2022.


Mar 31, 2021

1. Corporate guarantees given on behalf of Aegis Gas (LPG) Private Limited (AGPL) and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the difference between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL’s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Limited, the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

1. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

2. Capital reserve represents reserve created pursuant to upfront payment for equity warrants forfeited in the FY 1996-97

3. Capital reserve (Demerger) represents reserve created pursuant to scheme of amalgamation and demerger.

4. Debenture redemption reserve represents reserve created out of profit/ retained earnings in respect of debentures to be redeemed.

5. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

6. Stock options outstanding account relates to the stock options granted by the Company to employees under an Employees Stock Purchase Plan 2019 (Refer note 42).

1) Non- Current Loans from banks are secured by way of :

(i) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR.

Loan from HDFC Bank Limited is repayable in 10 equal quarterly instalments commencing twelve months from disbursement date viz, March 29, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(ii) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank Limited is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, July 31, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(iii) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank Limited is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, August 9, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(iv) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

(v) Suppliers credit from HDFC Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

(vi) Secured by hypothecation of specific Vehicles.

2) Current Loans from banks are secured by way of :

(i) Buyer’s credit loan from banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

(ii) Supplier’s credit loan taken from Standard Chartered Bank is secured by hypothecation of moveable fixed assets of the Kochi Terminal owned by its Wholly Owned Subsidiary Konkan Storage Systems (Kochi) Private Limited. The hypothecation on the assets has been released in FY 2020-21.

(iii) Overdraft facility taken from banks are secured by lien on Fixed Deposits placed by the Company.

3) Debentures

50 10.20% Non- Convertible, Redeemable Privately Placed Debentures of Rs. 10,00,000/- each

Above Debentures are secured by way of mortgage of specific immovable properties of

the Company situated at Trombay on pari passu basis. The mortgage has been released in

FY 2020-21.

4) Unsecured Loans

(i) Loans taken from Citibank are repayable within 180 days and carries an interest rate of 5.60% p.a.

(ii) Loans taken from HSBC are repayable within 365 days and carry an interest rate between 5.60-6.60% p.a.

(iii) Loans taken from Kotak Mahindra Bank are repayable within 90 days and carries an interest rate of 5.60% p.a.

(iv) Loans from Qatar National Bank Limited are repayable within 180 days and carries an interest rate of 5.30% p.a

(v) Loan taken from HDFC Bank is repayable within 11 months and carries an interest rate of 5.60% p.a.

(vi) Suppliers credit from Kotak Mahindra Bank is repayable within 180 days and carries an interest rate of 5.85% p.a.

(vii) Buyer’s credit from DBS Bank Limited are repayable within 90 days.

(viii) Suppliers credit from Axis Bank Limited is availed for a period less than 365 days and is charged at the 3-month MCLR of the Bank prevalent on the date of each disbursement.

(ix) Loan from HDFC Bank Limited is repayable within 13 months and carries an interest rate of 6.90% p.a.

Employees Stock Purchase Plan 2019 (‘ESPP 2019’)

The Employees Stock Purchase Plan 2019 (‘ESPP 2019’) grants rights to purchase shares to the eligible employees and/or directors (“the Employees”) of the Company and/or its subsidiaries. The shares are issued pursuant to the grant at an exercise price, which is either equal to the fair market price or at a premium, or at a discount to market price as may be determined by the Nomination and Remuneration Committee of the Board of the Company.

During the FY 2019-20, the Nomination and Remuneration Committee had granted rights to purchase 17,000,000 equity shares at an exercise price of Rs. 1/- per share to the Employees, the same are vested in a graded manner and exercised within a specified period.

The details of rights granted to purchase shares are as under :

Note 43

Effective April 1, 2019, the Company had adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on April 1, 2019 using modified retrospective method. Accordingly, the Company had not restated comparative information, instead, the cumulative effect of initially applying this standard had been recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. The Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and right-of-use assets at its carrying amount as if the Standard had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate at the date of initial application.

On the date of initial application i.e. April 1, 2019, the adoption of the new standard resulted in recognition of right-of-use asset of Rs. 24,569.53 lakh and a corresponding lease liability of Rs. 30,358.31 lakh by adjusting retained earnings net of taxes of Rs. 2,077.39 lakh (net of deferred tax) and capital work in progress of Rs. as 2,254.55 lakh as at April 1, 2019. The discount rate applied to lease liabilities as at April 1, 2019 is 8.70%.

Segment Information

Ilnformation reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company’s reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc..

1) Figures in italics represent those of the previous year.

2) There is no single customer who contributed 10% or more of the total revenue for the current and previous year.

Employee Benefits Defined contribution plan

The Company makes provident fund and pension fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Company’s contribution to the provident and pension fund is Rs. 308.68 lakh (Previous year Rs. 318.19 lakh)

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factor

3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves . The primary objective of the Company’s Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company’s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company’s short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 20,272 lakh as of March 31, 2021 (Rs. 21,292 lakh as of March 31, 2020), from its bankers for working capital requirements. The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

Exposure to liquidity risk

The following table details the Company’s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

iv) (a) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency.

The functional currency of the Company is Indian Rupee. The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Fair value sensitivity analysis for Fixed-rate instruments

The Company is exposed to fair value interest rate risk in relation to fixed-rate loan borrowings.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Note 50

Company has appointed internal auditor for the FY 2020-21 in compliance with the provision of Section 138 of the Companies Act, 2013. Currently, Internal audit is in progress and expected to be completed by June 30, 2021. Internal audit for the previous year was completed on June 10, 2020.

Note 51

The Board of Directors of the Company has recommended a final dividend of Rs. 2 per equity share for the year ended March 31, 2021 (Previous Year Rs. 1.20 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 52

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on May 27, 2021.


Mar 31, 2019

1 General information

Aegis Logistics Limited (‘the Company’) having its registered office at 502, Skylon, G.I.D.C., Char Rasta, Vapi - 396 195, Dist. Valsad, Gujarat and corporate office at 1202, 12th Floor,Tower B, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai-400 013, was incorporated on 30th June, 1956 vide certificate of incorporation No. L63090GJ1956PLC001032 issued by the Registrar of Companies, Gujarat.

The Company is in the business of import and distribution of Liquified Petroleum Gas (LPG) and storage and terminalling facility for LPG and chemical products. The company has storage facilities at Mumbai,Haldia,Kandla and Manglore

2 Statement of Compliance

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015.

3 Basis of preparation and presentation

The Financial Statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 inputs are unobservable inputs for the asset or liability.

4 Functional and presentation currency

These standalone financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been rounded to the nearest lakh with two decimals, unless otherwise indicated.

5 Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company’s Management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources.

The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the critical judgements and estimations that have been made by the Management in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

a) Property, plant and equipment :

Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalized. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised.

b) Recognition and measurement of defined benefit obligations :

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

6 Recent accounting pronouncements

a) Standards issued but not yet effective:

Ind AS 116 Leases was notified on 28th March, 2019 and it replaces Ind AS 17 Leases, including appendices thereto. Ind AS 116 is effective for annual periods beginning on or after April 01, 2019.

Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17. The standard includes two recognition exemptions for lessees - leases of ‘low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Management is currently evaluating the potential impact of the application of the Standard.

b) Amendments to Existing issued Ind AS but not yet effective:

The MCA has also carried out amendments of the following accounting standards:

Note 7.1

1. Corporate guarantees given on behalf of Aegis International Marine Services Pte. Limited (AIMS) ,Aegis Gas (LPG) Private Limited (AGPL) and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the difference between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL’s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Ltd., the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

8.1 The carrying amounts of trade receivables as at the reporting date approximate fair value. Trade receivables are non-interest bearing.

[a] Rights, preferences and restrictions attached to equity shares :

a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

c) Every member of the Company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

[e] Details of shareholders holding more than 5% of the aggregate shares in the Company:

Note 8.1

Terms of borrowings Notes:

1) The Debentures carry a put option for the holders and a call option to the Company to get it redeemed at par at the end of five years from the date of allotment viz. 25th May 2012, failing which the Debentures will be redeemed at par in three annual instalments (Viz. 1st and 2nd Installments would be 33% each and 3rd Installment would be 34%) commencing from the end of 6th year from the date of allotment as under:

Above Debentures are secured by way of mortgage of specific immovable properties of the Company situated at Trombay on pari passu basis.

2) Non- Current Loans from banks are secured by way of :

(i) Secured by hypothecation of specific Vehicles.

(ii) Loans are repayable in Equated Monthly Instalments of varying amounts (including interest) within maximum tenor of 60 months and the rate of interest ranges from 8% to 11% p.a.

(iii) Loan from Axis Bank carries an interest rate of 11.25% p.a. as on date of disbursement and same is reset with movement of Axis Bank MCLR.

Loan from Axis Bank is repayable in 96 equal monthly installments commencing from 31st January, 2013.

Loan from Axis Bank is secured by Exclusive first charge by way of mortgage on the office property situated at Peninsula Business Park, Mumbai and hypothecation of movable assets of that office.

(iv) Loan from HDFC Bank carries an interest rate of 11% p.a. as on date of disbursement and same is reset with movement of HDFC Bank MCLR.

Loan from HDFC Bank is repayable in 30 equal quarterly installments commencing six months from disbursement date Viz., 13th February, 2013.

Loan from HDFC Bank is secured by hypothecation of moveable fixed assets of the Haldia Project and mortgage of leasehold rights of approx. 3.74 acres of land at Haldia.

(v) Loan from HDFC Bank carries an interest rate of 8.40% p.a as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR

Loan from HDFC Bank is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz,16th April, 2019

Loan from HDFC Bank is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

(vi) Loan from HDFC Bank carries an interest rate of 8.70% p.a as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR.

Loan from HDFC Bank is repayable in 10 equal quarterly instalments commencing twelve months from disbursement date viz,29th March,2019

Loan from HDFC Bank is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

3) Current Loans from banks are secured by way of :

(i) Buyer’s credit loan from banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

(ii) Short term loan from Standard Chartered Bank are secured by hypothecation of moveable fixed assets of the Kochi Terminal owned by its Wholly Owned Subsidiary Konkan Storage Systems (Kochi) Private Limited.

(iii) Supplier’s credit loan taken from Standard Chartered Bank is secured by hypothecation of moveable fixed assets of the Kochi Terminal owned by its Wholly Owned Subsidiary Konkan Storage Systems (Kochi) Private Limited.

(iv) Supplier’s credit loan from Kotak Mahindra Bank is secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

(v) Overdraft facility taken from banks are secured by lien on Fixed Deposits placed by the Company.

4 Unsecured Loans

(i) Loan taken from IDFC bank is repayable within 180 days and carries an interest rate of 9.10% p.a.

(ii) Loan taken from Kotak bank is repayable within 180 days and carries an interest rate of 9.50% p.a.

(iii) Buyer’s credit from DBS Bank are repayable within 90 days.

Note 9.1

There are no Micro, Small and Medium Enterprises,as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 10

Earnings per share

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average of equity shares outstanding during the year.

Note 11

Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read with Schedule VII) there of:

a) Gross amount required to be spent by the Company during the year Rs. 182 lakhs (Previous year Rs. 174 lakhs).

b) Amount spent and paid during the year by way of donations to charitable trusts including others Rs. 182.38 lakhs (Previous year Rs. 174.00 lakhs).

Note 12

Related party disclosures:

a) List of related parties and relationships:

Note 13

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company’s reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Information about the Company’s business segments (Primary Segments) is given below:

Notes:

1) Figures in italics represent those of the previous year.

2) Single customers who contributed 10% or more of the revenue for the year are :

In respect of GTD segment: Nil in current year (2017-18: Nil)

In respect of LTD segment: Nil in current year (2017-18: Nil)

Note 14

Employee Benefits Defined contribution plan

The Company makes provident fund and superannuation fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority.

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

Leave plan

This scheme provides payment to all eligible employees can carry forward and avail / encash leave as per Company’s rules subject to a maximum accumulation of 60 / 90 days in case of privileged leave as per Company’s rules.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out funded status of the gratuity plan and the amounts recognised in the Statement of Profit and Loss.

Fair value of the plan assets and present value of the defined benefit liabilities

The amount included in the Balance sheet arising from the Company’s obligations and plan assets in respect of its defined benefit schemes is as follows:

The principal actuarial assumptions used for estimating the Company’s benefit obligations are set out below (on a weighted average basis):

Notes: 1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 4.67 years.

The Company makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the year ending March 31, 2019 is Rs. 50 lakhs ( March 31, 2018- Rs.50 lakhs, )

Note 15

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves . The primary objective of the Company’s Capital Management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Note 16

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

A. Accounting classification and fair values

B. Measurement of fair values

The following table gives information about how the fair value of the above financial assets and liabilities measured as such are determined:

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ; and

- Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure. Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company’s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Impairment

The ageing of trade and other receivables that were not impaired was as follows:

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company’s short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 23,089 Lacs as of March 31, 2019 (Rs. 16,290 lacs as of March 31, 2018), from its bankers for working capital requirements.

The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

Exposure to liquidity risk

The following table details the Company’s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Market risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

v) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency.

The functional currency of the Company is Indian Rupee. The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

Sensitivity analysis

The Company is exposed to the currencies as mentioned above. The following table details the Company’s sensitivity to a 5% increase and decrease in the INR against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A reasonably possible strengthening (weakening) of the Indian Rupee against other currencies at March 31 would have affected the measurement of financial instruments denominated in US dollars and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

vi) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Fair value sensitivity analysis for Fixed-rate instruments

The Company is exposed to fair value interest rate risk in relation to fixed-rate loan borrowings.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

These loans have been granted by the Company as holding company for working capital needs/ corporate purpose of these subsidiaries. Refer note no. 38 for details of guarantees given in respect of subsidiaries.

Note 17

The Board of Directors of the Company has recommended a final dividend of Rs. 0.90 per equity share for the year ended March 31, 2019 (Previous Year Rs. 0.75 per equity share).

The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 18

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on 28th May, 2019 Previous years figures are regrouped wherever necessary


Mar 31, 2018

1 General information

Aegis Logistics Limited (‘the Company’) having its registered office at 502, 5th floor, Skylon, G.I.D.C. Char Rasta, Vapi -396195, Dist. Valsad, Gujarat, was incorporated on 30th June, 1956 vide Corporate Identity Number L63090GJ1956PLC001032 issued by the Registrar of Companies, Gujarat.

The Company is in the business of import and distribution of Liquified Petroleum Gas (LPG) and storage and terminalling facility for LPG and chemical products. The company has storage facilities at Mumbai, Haldia and Kandla.

2 Statement of Compliance

The financial statements have been prepared in accordance with Indian Accounting Standards(Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015.

Upto the year ended March 31, 2017 the Company prepared its financial statements in accordance with requirements of previous GAAP, which includes Standards notified under the Companies (Accounting Standards) Rules, 2006. These are the Company’s first Ind AS financial statements. The date for transition to Ind AS is April 1, 2016. Refer note 6 for the details of first time adoption exemptions availed by the Company.

3 Basis of preparation and presentation

The Financial Statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 inputs are unobservable inputs for the asset or liability.

4 Functional and presentation currency

These standalone financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been rounded to the nearest lakh with two decimals, unless otherwise indicated.

5 First-time adoption of Ind AS

The Company has prepared the opening balance sheet as per Ind AS as of April 1, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognised assets and liabilities. However, this principle is subject to the certain exceptions and certain optional exemptions availed by the Company as detailed below:

i. Deemed cost: The Company has elected to continue with the carrying value of all of its property, plant and equipment and intangible assets recognised as on transition date measured as per the previous GAAP and use that carrying value as deemed cost except in respect of freehold land,fair value determined on the date of transition is considered as deemed cost.

ii. Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind AS 101 to apply the derecognition criteria of Ind AS 109 prospectively for the transactions occurring on or after the date of transition to Ind AS.

iii. Classification and measurement of financial assets: The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist on the date of transition to Ind AS.

6 Critical accounting judgements/key sources of estimation uncertainty and recent accounting pronouncements- Standards issued but not yet effective:

A. Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company’s Management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources.

The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the critical judgements and estimations that have been made by the Management in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

a) Property, plant and equipment:

Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalized. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised.

b) Recognition and measurement of defined benefit obligations:

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

B. Recent accounting pronouncements- Standards issued but not yet effective:

Ind AS 115 Revenue from Contracts with Customers (Applies to annual periods beginning on or after April 1, 2018):

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in Ind AS 115 to deal with specific scenarios. Furthermore, extensive disclosures are required by Ind AS 115.

Management is currently evaluating the potential impact of the application of the Standard.

Note:

The Company has availed the deemed cost exemption in relation to intangible assets on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer below for the gross block value and the accumulated depreciation on April 1, 2016 under the previous GAAP.

1. Corporate guarantees given on behalf of Aegis International Marine Services Pte. Limited (AIMS), Aegis Gas (LPG) Private Limited (AGPL and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the differecne between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL’s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Ltd., the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

7.1 The carrying amounts of trade receivables as at the reporting date approximate fair value. Trade receivables are non-interest bearing.

[c] Rights, preferences and restrictions attached to equity shares :

a) Right to receive dividend as may be approved by the Board of Directors/Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

c) Every member of the company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

Terms of borrowings Notes:

1. The Debentures carry a put option for the holders and a call option to the Company to get it redeemed at par at the end of five years from the date of allotment viz. 25th May 2012, failing which the Debentures will be redeemed at par in three annual instalments (Viz. 1st and 2nd Installments would be 33% each and 3rd Installment would be 34%) commencing from the end of 6th year from the date of allotment as under:

Above Debentures are secured by way of mortgage of specific immovable properties of the Company situated at Trombay on pari passu basis.

2. Non- Current Loans from banks are secured by way of :

(i) Loan from Bank of Baroda (refer Note 28 (i)) was secured by mortgage of specific immovable properties of the Company situated at Trombay and Vapi ranking pari passu and hypothecation of movable properties of the Company subject to prior charge in favour of bankers for Working Capital Loans.

(ii) Loan from Bank of Baroda (refer Note 28 (i)) carried an interest rate of 10.50% p.a. as on date of disbursement and same is reset with movement of MCLR.

Loan from Bank of Baroda is repayable in 60 monthly instalments of Rs. 32.37 lacs each after two years from the date of first disbursement on 30th September, 2010.

(iii) Secured by hypothecation of specific Vehicles.

(iv) Loans are repayable in Equated Monthly Instalments of varying amounts (including interest) within maximum tenor of 60 months and the rate of interest ranges from 8% to 11% p.a.

(v) Loan from Axis Bank carries an interest rate of 11.25% p.a. as on date of disbursement and same is reset with movement of Axis Bank MCLR.

Loan from Axis Bank is repayable in 96 equal monthly installments commencing from 31st January, 2013. Loan from Axis Bank is secured by Exclusive first charge by way of mortgage on the office property situated at Peninsula Business Park, Mumbai and hypothecation of movable assets of that office.

(vi) Loan from HDFC Bank carries an interest rate of 11% p.a. as on date of disbursement and same is reset with movement of HDFC Bank MCLR.

Loan from HDFC Bank is repayable in 30 equal quarterly installments commencing six months from disbursement date Viz., 13th February, 2013.

Loan from HDFC Bank is secured by hypothecation of moveable fixed assets of the Haldia Project and mortgage of leasehold rights of approx. 3.74 acres of land at Haldia.

(vii) Loan from Common Wealth Bank carried an interest rate of 10.25% p.a. as on date of disbursement and same is reset with movement of Common Wealth Bank MCLR. (refer note 28).

Loan from Common Wealth Bank was repayable in 12 equal quarterly installments commencing from disbursement date Viz, 10th March, 2014.

Loan from Common Wealth Bank was secured by Corporate Guarantee and hypothecation of moveable fixed assets of the Kochi Terminal owned by its Wholly Owned Subsidiary Konkan Storage Systems (Kochi) Private Limited.

(viii)Loan from HDFC Bank carries an interest rate of 8.40% p.a as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR.

Loan from HDFC Bank is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz,16th April, 2019

Loan from HDFC Bank is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

3) Current Loans from banks are secured by way of:

(i) Buyer’s credit loan from banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

(ii) Short term loan from Standard Chartered Bank are secured by hypothecation of moveable fixed assets of the Kochi Terminal owned by its Wholly Owned Subsidiary Konkan Storage Systems (Kochi) Private Limited.

(iii) Supplier’s credit loan taken from Standard Chartered Bank is secured by hypothecation of moveable fixed assets of the Kochi Terminal owned by its Wholly Owned Subsidiary Konkan Storage Systems (Kochi) Private Limited.

(iv) Supplier’s credit loan from Kotak Mahindra Bank is secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

(v) Overdarft facility taken from banks are secured by lien on Fixed Deposits placed by the Company.

There are no Micro, Small and Medium Enterprises,a s defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the information available with the Company.

Earnings per share

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average of equity shares outstanding during the year.

Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read with Schedule VII) there of:

a) Gross amount required to be spent by the Company during the year Rs. 174 lakhs (Previous year Rs. 134 lakhs).

b) Amount spent and paid during the year by way of donations to charitable trusts Rs. 174 lakhs (Previous year Rs. 175.00 lakhs).

Note 8

Related party disclosures:

a) List of related parties and relationships:

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company’s reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Information about the Company’s business segments (Primary Segments) is given below:

Notes:

1) Figures in italics represent those of the previous year.

2) Single customers who contributed 10% or more of the revenue for the year are :

In respect of GTD segment:

Customer A- 33%, customer B- 27% and customer C- 18% (2016-17: Customer A- 38%, customer B- 28% and customer C- 20% )

In respect of LTD segment:

Nil in current year (2016-17: Customer A-11%)

Note 9

Employee Benefits Defined contribution plan

The Company makes provident fund and superannuation fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage/fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority.

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

Leave plan

This scheme provides payment to all eligible employees can carry forward and avail/encash leave as per Company’s rules subject to a maximum accumulation of 60/90 days in case of privileged leave as per Company’s rules.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out funded status of the gratuity plan and the amounts recognised in the Statement of Profit and Loss.

Fair value of the plan assets and present value of the defined benefit liabilities

The amount included in the Balance sheet arising from the Company’s obligations and plan assets in respect of its defined benefit schemes is as follows:

Notes: 1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 4.72 years.

The Company makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the year ending March 31, 2019 is Rs. 43.23 lakhs (March 31, 2018- Rs. 40.82 lakhs, March 31, 2017- Rs. 37.75 lakhs)

Note 10

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company’s Capital Management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Note 11

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

B. Measurement of fair values

The following table gives information about how the fair value of the above financial assets and liabilities measured as such are determined:

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company’s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company’s short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 16290 Lacs, Rs. 1636 Lacs and Rs. 982 Lacs as of March 31, 2018, March 31, 2017 and April 1, 2016 respectively, from its bankers for working capital requirements.

The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

Exposure to liquidity risk

The following table details the Company’s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Market risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

v) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency. The functional currency of the Company is Indian Rupee. The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

Sensitivity analysis

The Company is exposed to the currencies as mentioned above. The following table details the Company’s sensitivity to a 10% increase and decrease in the INR against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A reasonably possible strengthening (weakening) of the Indian Rupee against other currencies at March 31 would have affected the measurement of financial instruments denominated in US dollars and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

vi) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Fair value sensitivity analysis for Fixed-rate instruments

The Company is exposed to fair value interest rate risk in relation to fixed-rate loan borrowings.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

e) Notes to the reconciliation:

1 Under previous GAAP, the Company accounted for the loan processing fees as an expense to Statement of Profit and Loss. However under Ind AS, loan processing fees have to be amortised on Effective Interest Rate basis.

2 Under previous GAAP, the forward contracts to hedge foreign currency risk were translated at the year end exchange rates and the premium or discount arisig at the inception of such contracts were amortised as income or expense over the life of the contract. However, under Ind AS, the forward contracts are accounted at fair value and accordingly mark to market profit or loss are recognised in the Statement of Profit and Loss.

3 The Company have considered fair value for property, viz freehold land, situated in India, with impact of Rs. 29,286.15 lakhs in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the reserves.

4 Under previous GAAP, the investment in preference shares were carried at cost. However, under Ind AS, these are measured at fair value through profit and loss.

5 The Company has giveninterest free loans to its subsidiary companies and the carrying value of interest free loans were recognised at the principal amounts receivable from the borrower under Loans and Advances under Indian GAAP.

Under Ind AS, these loans are recognised at fair value and subsequently measured at amortised cost using the effective rate of interest method.

6 Under previous GAAP, long term deposits are carried at their face values. Under Ind AS, deposits are required to be measured at their fair value at inception using an appropriate discounting rate and subsequently measured at amortised cost using effective rate of interest method.

7 The Company has given financial guarantees on behalf of subsidiaries which were disclosed as contingent liabilities under Indian GAAP. Under Ind AS, financial guarantee contracts are accounted as financial liabilities and measured initially at fair value. Subsequently, the guarantee income is recognised over the period of the guarantee on a straight line basis.

8 Under previous GAAP, Company recognises actuarial gains/losses on defined benefit plan in the profit and loss account. Under Ind AS, the actuarial gains and losses will be recognised in other comprehensive income as remeasurements.

9 Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. It also includes impact of deferred tax arising on account of transition to IND AS.

10 Under previous GAAP, prepayments under operating lease for land were included in Property, Plant and Equipment (PPE).

Under Ind AS, the same are specifically covered by Ind AS 17 on ‘Leases’ and hence reflected under other non-current/current assets. The related depreciation has been derecognised and shown under other expenses.

11 Under previous GAAP, rebates and discounts were classied as other expenses, however under Ind AS the same is netted off against Sales.

These loans have been granted by the Company as holsing company for working capital needs/corporate purpose of these subsidiaries. Refer note no. 38 for details of guarantees given in respect of subsidiaries.

The Board of Directors of the Company has recommended a final dividend of Rs. 0.75 per equity share for the year ended March 31, 2018 (Previous Year Rs. 0.35 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 12

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on 30th May, 2018.


Mar 31, 2017

1. Rights, preferences and restrictions attached to equity shares (Issued Capital):

a) Right to receive dividend as may be approved by the Board of Directors/Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.

c) Every member of the company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

(1) Buildings include Rs. 5.58 lacs (Previous Year Rs. 5.58 lacs) for premises in a Co-operative Society against which the shares of the face value of Rs. 500 are held under the bye-laws of the society.

(2) Gross Block of Assets includes Freehold Land at Trombay of the value of Rs. 38.53 lacs (Previous Year Rs. 38.53 lacs) given on lease to Sealord Containers Limited, a subsidiary of the Company.

(3) Additions to Capital work in progress include borrowing cost capitalized during the year of Rs. 387.30 Lacs (Previous Year Rs.178.41 Lacs).

(4) Additions during the year include amount aggregating Rs.7,223.55 Lacs (Previous Year Rs. NIL) acquired from a wholly owned subsidiary in terms of the slump sale agreement in respect thereof.

Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read with schedule VII) thereof:

a) Gross amount required to be spent by the Company during the year - Rs. 134.00 lacs (previous year, Rs. 120.89 lacs)

b) Amount spent and paid during the year by way of donations to charitable trusts-Rs. 175 lacs (previous year, Rs. 170.57 lacs)

e) Guarantees given to Banks against repayment of working capital facilities advanced from time to time to Hindustan Aegis LPG Limited, a wholly owned subsidiary of the Company to the extent of NIL (Previous Year Rs. 13,500 lacs). The amount of such facilities availed against guarantee as at 31st March, 2017 was NIL (Previous Year Rs. 240 lacs).

f) Guarantees given to Suppliers against credit extended to Aegis International Marine Pte Limited Rs. 843 lacs (Previous Year Rs. 861 lacs). The amount of such credit availed against guarantee as at 31st March, 2017 was NIL (Previous Year Rs. NIL).

g) Guarantees given to Banks against repayment of Term Loans, NCD and working capital facilities advanced from time to time to Aegis Gas LPG Private Limited, a wholly owned subsidiary of the Company to the extent of Rs. 15,000 lacs (Previous Year Rs. 10,200 lacs). The amount of such facilities availed against guarantee as at 31st March, 2017 was Rs. 11,174 lacs (Previous Year Rs. 8,174 lacs).

2 Segment Reporting - Basis of preparation:

The Company has identified two reportable business segments (Primary Segments) viz. Liquid Terminal Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns and the internal business reporting systems.

The accounting policies adopted for the segment reporting are in line with the accounting policies of the company with the following additional policies for the segment reporting :

(a) Revenue and expenses have been identified to segment on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been disclosed as “Other unallocable expenditure (net)".

(b) Segment assets and segment liabilities represent assets and liabilities in respective segments. It excludes investments, tax related assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis and hence have been disclosed as “Other unallocable assets/liabilities".

(c) The Company does not have material earnings emanating from outside India. Hence, the company is considered to operate in only the domestic geographical segment.

3 Related Party Disclosures:

As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the Accounting Standard are given below:

(a) List of related parties and relationships:

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

(iii) In absence of specific details of plan assets from LIC, the details of plan assets have not been furnished. The details of experience adjustment relating to Plan assets are not readily available in valuation report and hence are not furnished.

(iv) The Company''s best estimate of contributions expected to be paid to the plan during the annual period beginning after 31st March, 2017 is Rs. 50 lacs (Previous Year Rs. 44.57 lacs).

(v) Employee Benefits Expenses Include:

a) Employees'' Compensated absences Rs. 103.28 lacs (Previous Year Rs. 118.51 lacs).

b) Contribution to Provident Fund Rs. 132.55 lacs (Previous Year Rs. 118.19 lacs).

Except for the above shareholders, the Company has not made any remittance in foreign currency on account of dividends during the year. The Company does not have information as to the extent to which remittances in foreign currencies on account of dividends have been made to nonresident shareholders.

4 During the year, the Company has transferred its assets of Haldia project after necessary approvals to Hindustan Aegis LPG Limited, a wholly owned subsidiary, for a consideration of Rs. 10,632.22 lacs. The surplus on transfer of these assets aggregating Rs. 615.99 lacs has been disclosed as ‘other income''.

5 The details of derivative instruments and foreign currency exposures are as under:

The Company uses derivative instruments (Forward Contracts) to hedge its risks associated with foreign currency fluctuations. The use of derivative instruments is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such derivative instruments consistent with the Company''s Risk Management Policy. The Company does not use derivative instruments for speculative purposes.

Outstanding Short Term Derivative Contracts entered into by the Company on account of payables:

In respect of the above loan no interest is charged.

These loans have been granted by Aegis Logistics Limited, as a holding company for working capital needs/corporate purposes of these subsidiaries.

Refer note no. 29 for details of gurantees given in respect of subsidiaries.

6 In view of the business plans and strategic growth projections in Hindustan Aegis LPG Limited (HALPG), a wholly owned subsidiary, the Company has determined that its financial involvement in HALPG aggregating Rs. 17,889.61 lacs (i.e. investment in preference share capital of Rs. 3,900 lacs; and loan of Rs. 13,989.61 lacs) is considered as good and recoverable.

7 The Board of Directors of the Company have proposed a dividend of Rs. 0.35 per equity share for the year ended 31st March, 2017 (Previous Year Rs. Nil). The dividend will be paid after the approval of shareholders at the Annual General Meeting. During the previous year, the Company had made a provision for the dividend declared by the Board of Directors as per the requirements of pre-revised Accounting Standard 4 - ‘Contingencies and Events Occurring after the Balance sheet date'' (AS 4). However, as per the requirements of revised AS 4, the Company is not required to provide for dividend proposed/declared after the balance sheet date. Consequently, no provision has been made in respect of the aforesaid dividend proposed by the Board of Directors for the year ended 31st March, 2017. Had the Company continued with creation of provision for proposed dividend, as at the balance sheet date, its Balance in Statement of Profit and Loss would have been lower by Rs. 1,406.98 lacs and Short Term Provision would have been higher by Rs. 1,406.98 lacs (including dividend distribution tax of Rs. 237.98 lacs).

8 Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.


Mar 31, 2014

Current Year Previous Year Rupees in lacs Rupees in lacs 1 Contingent liabilities and commitments

a) Income Tax demands disputed by the Company relating to 77.96 27.00 disallowances.

b) Sales Tax demands disputed by the Company relating to forms etc. 13.07 13.07

c) Claims against the Company not acknowledged as debts 12.00 12.00 Future Cashflows in respect of above are determinable only on receipt of Judgements / decision pending with various forums / authorities. The company is hopeful of succeeding & as such dose not expect any significant liability to crystallize.

d) Estimated amount of contracts remaining to be executed on Capital 21.39 143.70 Account and not provided for (Net of Advances)

e) Letters of Credit given on behalf of Subsidiaries 19,174.00 13,577.50

f) Guarantees given to Banks against repayment of loans advanced from time to time to Sea Lord Containers Limited., a Subsidiary of the Company to the extent of Rs. 1,927 lacs (Previous year Rs. 6,650 lacs). The balance of such loan outstanding as at 31st March, 2014 was Rs. 1,927 lacs (Previous Year Rs. 4,575 lacs)

g) Guarantees given to Banks against repayment of working capital facilities advanced from time to time to Hindustan Aegis LPG Limited, a wholly owned subsidiary of the Company to the extent of Rs.13,500 lacs (Previous Year Rs. 23,100 lacs). The amount of such facilities availed against guarantee as at 31st March, 2014 was Rs. 450 lacs (Previous Year Rs. 12,029 lacs).

h) Guarantees given to Suppliers against credit extended to Aegis Group International Pte Limited, Aegis International Marine Pte Limited, Hindustan Aegis LPG Limited and Aegis Gas (LPG) Private Limited, wholly owned subsidiaries of the Company to the extent of Rs.18,755 lacs (Previous Year Rs. 16,443 lacs). The amount of such credit availed against guarantee as at 31st March, 2014 was Rs. 16,954.29 lacs (Previous Year Rs. 24,974.75 lacs).

i) Guarantees given to Banks against repayment of working capital facilities advanced from time to time to Aegis Gas LPG Private Limited, a wholly owned subsidiary of the Company to the extent of Rs.4,600 lacs (Previous Year Rs. 1600 lacs). The amount of such facilities availed against guarantee as at 31st March, 2014 was Rs. 1,500 lacs (Previous Year Rs. 1500 lacs).

2 Segment Reporting - Basis of preparation

The Company has identified two reportable business segments (Primary Segments) viz. Liquid Terminal Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminal ling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns and the internal business reporting systems.

During the year, investments made by the Company have exceeded 10% of its total assets. However, such investments have not exceeded 10% of its total assets as per Consolidated Financial Statement of the Company. Hence, Investments are not treated as separate reportable segment by the Company. Consequently, Segment information has been presented on the basis of Accounting Standard (AS 17) "Segment Reporting" as applicable to the Consolidated Financial Statements of the Company as specified under Paragraph 4 of the said standard.

The accounting policies adopted for the segment reporting are in line with the accounting policies of the company with the following additional policies for the segment reporting :

(a) Revenue and expenses have been identified to segment on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been disclosed as "Other unallocable expenditure (net)".

(b) Segment assets and segment liabilities represent assets and liabilities in respective segments. It excludes investments, tax related assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis and hence have been disclosed as "Other unallocable assets / liabilities".

(c) The Company does not have material earnings emanating from outside India. Hence, the company is considered to operate in only the domestic geographical segment.

Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

(iii) In absence of specific details of plan assets from LIC, the details of plan assets have not been furnished. The details of experience adjustment relating to Plan assets are not readily available in valuation report and hence are not furnished.

(iv) The Company''s best estimate of contributions expected to be paid to the plan during the annual period beginning after 31st March, 2014 is Rs.25.74 Lacs (Previous Year Rs. 23.94 lacs)

(v) Employee Benefits Expenses Include:

a) Employees'' Compensated absences Rs. 84.06 lacs (Previous Year Rs 179.22 lacs).

b) Contribution to Provident Fund Rs. 94.71 lacs (Previous Year Rs. 85.60 lacs).

Except for the above shareholders, the Company has not made any remittance in foreign currency on account of dividends during the year. The Company does not have information as to the extent to which remittances in foreign currencies on account of dividends have been made to non-resident shareholders.

3 There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the information available with the Company. This has been relied upon by the auditors.

4 The details of derivative instruments and foreign currency exposures are as under:

The Company uses derivative instruments (Forward Cover and Options Contracts) to hedge its risks associated with foreign currency fluctuations. The use of derivative instruments is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such derivative instruments consistent with the Company''s Risk Management Policy. The Company does not use derivative instruments for speculative purposes.

Limited, loan of Rs. 4,002.82 lacs (Previous Year Rs. 4,167.57 lacs) given to Konkan Storage Systems (Kochi) Private Limited, loan of Rs.68.16 lacs (Previous Year Rs. 68.24 lacs) given to Eastern India LPG Company Private Limited, and loan of Rs. Nil lacs (Previous Year 630.13 lacs) given to Hindustan Aegis LPG Limited, wholly owned subsidiaries of the Company, no interest is charged.

However, the provisions of Section 372A of the Companies Act, 1956 are not applicable to loans covered under (c) above in view of the loanees being wholly owned subsidiaries of the Company.

5 The Company had issued in the Financial Year ended 31st March, 2011, 21,20,190 Equity Shares on Preferential basis for a total consideration of Rs.6,827.01 Lacs.

6 The Company holds 100,000 equity shares of Rs. 10 each amounting to Rs. 10 lacs in Konkan Storage Systems (Kochi) Private Limited (Konkan), a wholly owned subsidiary of the Company. The Company has also given a loan of Rs.4,002.82 lacs (Previous Year Rs. 4,167.57 lacs). As per the audited accounts of Konkan for the year ended 31st March, 2014, the accumulated losses are Rs. 844.46 lacs (Previous Year Rs. 878.54 lacs) as against the paid up capital of Rs. 10 lacs. However, based on business projections / future plans of Konkan (a strategic long term investment of the Company), and continued financial support from the Company, the management believes that no loss would arise in respect of the Company''s aforesaid financial involvement for which a provision is currently necessary in this financial statements.

7 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2013

1 Capital and other commitments:

(a) Claims against the Company not acknowledged as debts 12.00 12.00

(b) Income Tax / Sales Tax demands disputed in appeal 40.07 2 7.00

(c) Estimated amount of contracts remaining to be executed on Capital Account and not provided for (Net of Advances) 143.70 402.53 (d) Letters of Credit given on behalf of Subsidiaries 13,577.50 1,881.4 5 In respect of items mentioned under Paragraphs (a) and (b) above, till the matters are finally decided, the financial effect cannot be ascertained. (e) Guarantees given to Banks against repayment of loans advanced from time to time to Sea Lord Containers Limited., a Subsidiary of the Company to the extent of Rs. 6,650 lacs (Previous year Rs. 6,650 lacs). The balance of such loan outstanding as at 31st March, 2013 was Rs. 4,575 lacs (Previous Year Rs. 5,450 lacs) (f ) Guarantees given to Banks against repayment of orking capital facilities advanced from time to time to Hindustan Aegis LPG Limited, a wholly owned subsidiary of the Company to the extent of Rs.23,100 lacs (Previous Year Rs. 20,250 lacs). The amount of such facilities availed against guarantee as at 31st March, 2013 was Rs. 12,029 lacs (Previous Year Rs. 19,805 lacs). (g) Guarantees given to Suppliers against credit extended to Aegis Group International Pte Limited, Hindustan Aegis LPG Limited and Aegis Gas (LPG) Private Limited, wholly owned subsidiaries of the Company to the extent of Rs.16,293 lacs (Previous Year Rs. 27,306 lacs). The amount of such credit availed against guarantee as at 31st March, 2013 was Rs. 24,974.75 lacs (Previous Year Rs. 33,264.95 lacs). (h) Guarantees given to Banks against repayment of working capital facilities advanced from time to time to Aegis Gas LPG Private Limited, a wholly owned subsidiary of the Company to the extent of Rs.1,600 lacs (Previous Year Rs. Nil lacs). The amount of such facilities availed against guarantee as at 31st March, 2013 was Rs. 1,500 lacs (Previous Year Rs. Nil). 33 Segment Reporting - Basis of preparation: The Company has identified two reportable business segments (Primary Segments) viz. Liquid Terminal Division and Gas Terminal Division. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc. Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns and the internal business reporting systems. During the year, investments made by the Company have exceeded 10% of its total assets. However, such investments have not exceeded 10% of its total assets as per Consolidated Financial Statement of the Company. Hence, Investments are not treated as separate reportable segment by the Company. Consequently, Segment information has been presented on the basis of Accounting Standard (AS 17) "Segment Reporting” as applicable to the Consolidated Financial Statements of the Company as specified under Paragraph 4 of the said tandard. The accounting policies adopted for the segment reporting are in line with the accounting policies of the company with the following additional policies for the segment reporting :

(a) Revenue and expenses have been identified to segment on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been disclosed as

"Other unallocable expenditure (net)”.

(b) Segment assets and segment liabilities represent assets and liabilities in respective segments. It excludes investments, tax related assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis and hence have been disclosed as "Other unallocable assets / liabilities”.

(c) The Company does not have material earnings emanating from outside India. Hence, the company is considered to operate in only the domestic geographical segment. 41 There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the information available with the Company. This has been relied upon by the auditors.

2 The details of derivative instruments and foreign currency exposures are as under: The Company uses derivative instruments (Forward Cover and Options Contracts) to hedge its risks associated with foreign currency fluctuations. The use of derivative instruments is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such derivative instruments consistent with the Company''s Risk Management Policy. The Company does not use derivative instruments for speculative purposes. Outstanding Short Term Derivative Contracts entered into by the Company on account of payables: 45 The Company holds 100,000 equity shares of Rs. 10 each amounting to Rs. 10 lacs in Konkan Storage Systems (Kochi) Private Limited (Konkan), a wholly owned subsidiary of the Company. The Company has also given a loan of Rs.4,167.57 lacs (Previous Year Rs. 4,242.57 lacs). As per the audited accounts of Konkan for the year ended 31st March, 2013, the accumulated losses are Rs. 878.54 lacs (Previous Year Rs. 892.86 lacs) as against the paid up capital of Rs. 10 lacs. Consequently, there is a fall in the value of the investments and ability of the Company to repay the loan is also impaired. However, in view of the fact that these investments are held as strategic, long term investments and the Company expects improvement in the long run, no provision is considered necessary in the accounts of the company, for the diminution in the value of the investments as well as the probable non-recovery or partial recovery of the loan as aforesaid.

3 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification disclosure.


Mar 31, 2012

1.1 Rights, preferences and restrictions attached to equity shares (Issued Capital):

a) Right to receive dividend as maybe approved by the Board of Directors / Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 1956.

c) Every member of the company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

d) In terms of the Articles of Association of the Company no resolution shall be passed by the Board of Directors or Shareholders with respect to a "Fundamental Issue" unless the prior written consent of the Investor to whom equity shares have been issued on Preferential basis has been obtained. The Fundamental Issues, inter alia, include the following:

(i) The transfer of any fixed assets by the company/subsidiaries exceeding 10% of its gross block;

(ii) Any merger or reorganization, of the company / subsidiaries or the creation of a subsidiary not being a wholly owned subsidiary;

(iii) Terms of appointment including remuneration payable to executive directors of the company;

(iv) Any buyback of equity shares of the company / subsidiaries upto 4 years from the date of the investment;

(v) Commencement of a new line of business;

(vi) Maintaining a Debt equity ratio of 1.5 :1 on a consolidated basis.

2 Segment Reporting - Basis of preparation

The Company has identified two reportable business segments (Primary Segments) viz. Liquid Terminal Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns and the internal business reporting systems.

During the year, investments made by the Company have exceeded 10% of its total assets. However, such investments have not exceeded 10% of its total assets as per Consolidated Financial Statement of the Company. Hence, Investments are not treated as separate reportable segment by the Company. Consequently, Segment information has been presented on the basis of Accounting Standard (AS 17) "Segment Reporting" as applicable to the Consolidated Financial Statements of the Company as specified under Paragraph 4 of the said standard.

The accounting policies adopted for the segment reporting are in line with the accounting policies of the company with the following additional policies for the segment reporting:

(a) Revenue and expenses have been identified to segment on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been disclosed as "Other unallocable expenditure (net)".

(b) Segment assets and segment liabilities represent assets and liabilities in respective segments. It excludes investments, tax related assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis and hence have been disclosed as "Other unallocable assets / liabilities".

(c) The Company does not have material earnings emanating from outside India. Hence, the company is considered to operate in only the domestic geographical segment.

Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

(ill) In absence of specific details of plan assets from LIC, the details of plan assets have not been furnished. The details of experience adjustment relating to Plan assets are not readily available in valuation report and hence are not furnished.

(iv) The Company's best estimate of contributions expected to be paid to the plan during the annual period beginning after 31st March, 2012 is Rs. 27 Lacs (Previous Year Rs. 65 lacs)

(v) The above information is certified by the actuary and relied upon by the Auditors.

(vi) Employee Benefits Expenses Include:

a) Employees' Compensated absences Rs. 29.74 lacs (Previous Year Rs 13.12 lacs).

b) Contribution to Provident Fund Rs. 58.56 lacs (Previous Year Rs. 32.70 lacs).

Except for the above shareholders, the Company has not made any remittance in foreign currency on account of dividends during the year. The Company does not have information as to the extent to which remittances in foreign currencies on account of dividends have been made to non-resident shareholders.

3 There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the information available with the Company. This has been relied upon by the auditors.

4 The details of derivative instruments and foreign currency exposures are as under:

The Company uses derivative instruments (Forward Cover and Options Contracts) to hedge its risks associated with foreign currency fluctuations. The use of derivative instruments is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such derivative instruments consistent with the Company's Risk Management Policy. The Company does not use derivative instruments for speculative purposes.

5 The Company had a whole time Company Secretary appointed in accordance with the provisions of Section 383A of the Companies Act, 1956 upto 31st March, 2012. Efforts are underway to find a replacement and currently there is no Company Secretary to authenticate the financial statements in accordance with Section 215 of the Companies Act, 1956.

6 Disclosure of Loans / Advances to Subsidiaries, Associate Companies etc. (As required by clause 32 of the listing agreements with the Stock Exchanges)

Notes:

(a) Loans and advances to employees and investments by such employees in the shares of the Company are excluded from the above disclosure.

(b) In respect of the above loans there is no repayment schedule and they are repayable on demand.

(C) In respect of the loan of Rs.4242.57 lacs (Previous Year Rs. 4,092.49 lacs) given to Konkan Storage Systems (Kochi) Private Limited, loan of Rs.68.24 lacs (Previous Year Rs. 67.14 lacs) given to Eastern India LPG Company Private Limited and loan of Rs. 3,524 lacs (Previous Year Nil) given to Hindustan Aegis LPG Limited, wholly owned subsidiaries of the Company, no interest is charged.

However, the provisions of Section 372A of the Companies Act, 1956 are not applicable to loans covered under (c) above in view of the loanees being wholly owned subsidiaries of the Company.

7 The Company had issued in the previous Financial Year 21,20,190 Equity Shares on Preferential basis for a total consideration of Rs.6,827.01 Lacs.

8 The Company holds 100,000 equity shares of Rs. 10 each amounting to Rs. 10 lacs in Konkan Storage Systems (Kochi) Private Limited (Konkan), a wholly owned subsidiary of the Company. The Company has also given a loan of Rs. 4242.57 lacs (Previous Year Rs. 4,092.49 lacs). As per the audited accounts of Konkan for the year ended 31st March, 2012, the accumulated losses are Rs. 892.86 lacs (Previous Year Rs. 736.95 lacs) as against the paid up capital of Rs. 10 lacs. Consequently, there is a fall in the value of the investments and ability of the Company to repay the loan is also impaired. However, in view of the fact that these investments are held as strategic, long term investments and the Company expects improvement in the long run, no provision is considered necessary in the accounts of the company, for the diminution in the value of the investments as well as the probable non-recovery or partial recovery of the loan as aforesaid.

9 The Company has presented the current year's financial statements as per the Revised Schedule VI to the Companies Act, 1956 which has become effective from 1st April, 2011. Consequently, previous year's figures are regrouped/re classified to conform to figures of the current year.


Mar 31, 2011

Current Previous Year Year Rs. in lacs Rs. in lacs

B.l. Contingent liabilities in respect of :-

(a) Claims against the Company not acknowledged as debts 12.00 12.00

(b) Income lax demands disputed in appeal 27.00 12.62

(c) Estimated amount of contracts remaining to be executed on Capital Account and not provided for (Net of Advances) 362.61 139.22

(d) Letter of Credit given on behalf of Subsidiary 50.00 50.00

In respect of items mentioned under Paragraphs (a) and (b) above, till the matters are finally decided, the financial effect cannot be ascertained.

B-2- (i) Guarantees given to Banks against repayment of loans advanced from time to time to Sea Lord Containers Limited., a Subsidiary of the Company to the extent of Rs. 6.650 lacs (Previous year Rs. 6,000 lacs). The balance of such loan outstanding as at 31st March, 2011 was Rs. 6,050 lacs (Previous Year Rs. 5,150 lacs)

(ii) Guarantees given to Banks against repayment of working capital facilities advanced from time to time to Hindustan Aegis LPG Limited, an associate till 31st January, 2011 and thereafter wholly owned subsidiary of the Company to the extent of Rs. 3.200 lacs (Previous Year Rs. 4,650 lacs). The amount of such facilities availed against guarantee as at 31st March, 2011 was Rs. Nil (Previous Year Rs. Nil).

(iii) Guarantees given to Suppliers against credit extended to Aegis Group International Pte Limited, a wholly owned subsidiary of the Company to the extent of Rs. 9,000 lacs (Previous Year Rs. Nil). The amount of such creditavailed against guarantee as at 31st March, 2011 was Rs. 6,451 lacs (Previous Year Rs. Nil).

B.6. Segment Reporting - Basis of preparation

The Company has identified two reportable business segments (Primary Segments) viz. Liquid Terminal Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns and the internal business reporting systems.

During the year, investments made by the Company have exceeded 10% of its total assets. However, such investments have not exceeded 10% of its total assets as per Consolidated Financial Statement of the Company. Hence, Investments are not treated as separate reportable segment by the Company. Consequently, Segment information has been presented on the basis of Accounting Standard (AS 17) "Segment Reporting" as applicable to the Consolidated Financial Statements of the Company as specified under Paragraph 4 of the said standard.

The accounting policies adopted for the segment reporting are in line with the accounting policies of the company with the following additional policies for the segment reporting:

(a) Revenue and expenses have been identified to segment on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been disclosed as "Other unallocable expenditure (net)".

(b) Segment assets and segment liabilities represent assets and liabilities in respective segments. It excludes investments, tax related assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis and hence have been disclosed as "Other unallocable assets / liabilities".

(c) The Company does not have material earnings emanating outside India. Hence, the company is considered to operate in only the domestic geographical segment.

B.10 The shareholders of the Company at their Extra-ordinary General Meeting held on 23rd March, 2011, approved the issue of 21,20,190 equity shares of Rs. 10/- each at a price of Rs. 322/- per equity share (including premium of Rs. 312/- per equity share) for a total consideration of Rs. 6,827.01 lacs on a preferential basis to Infrastructure India Holding Fund LLC, (a limited liability company incorporated under the laws of Mauritius) CIIHF") in pursuance of section 81 (1A) of the Companies Act, 1956 and in accordance with the provisions of Chapter VII "Preferential Issue" of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("SEBIICDR Regulations"). The aforesaid equity shares were allotted on 23rd March, 2011.

The objects of the issue, inter alia, were to fund the Capex Plan of the Qroup and / or working capital requirements. Pending utilization of the issue proceeds, the amount of Rs.6,827.01 lacs has been invested in fixed deposits with scheduled banks of Rs. 4,191.26 lacs and investment in units of Mutual Funds of Rs. 2,000 lacs after considering share issue expenses mentioned below.

Expenses incurred on above preferential issue of equity shares aggregating to Rs.635.75 lacs have been adjusted from the Securities Premium Account in terms of the provisions of Section 78 of the Companies Act, 1956.

B-ll The Company had a whole time Company Secretary appointed in accordance with the provisions of Section 383A of the Companies Act, 1956 upto 31st March, 2011. Efforts are currently underway to find a replacement and as such currently there is no Company Secretary to authenticate the financial statements in accordance with Section 215 of the Companies Act, 1956.

B.13 The amount of exchange loss (net of gain) debited to the Profit and Loss Account is Rs.44.17 Lacs (Previous Year Rs.77.92 lacs).

B.14 There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the information available with the Company. This has been relied upon by the auditors.

B.15 The details of derivative instruments and foreign currency exposures are as under:

Forward contracts outstanding in USD 31.59 lacs (equivalent Rs.1,422.31 lacs) as onSlstMarch, 2011. (Previous Year USD 44.70 lacs equivalent to Rs.2,074.61 lacs).

B.17. The Company holds 100,000 equity shares of Rs. 10 each amounting to Rs. 10 lacs in Konkan Storage Systems (Kochi) Private Limited (Konkan), a wholly owned subsidiary of the Company. The Company has also given a loan of Rs. 4.092.49 lacs (Previous Year Rs.3,424.44 lacs). As per the audited accounts of Konkan for the year ended 31st March, 2011, the accumulated losses are Rs. 736.95 lacs (Previous Year Rs.498.62 lacs) as against the paid up capital of Rs. 10 lacs. Consequently, there is a fall in the value of the investments and ability of the Company to repay the loan is also impaired. However, in view of the fact that these investments are held as strategic, long term investments and the Company expects improvement in the long run, no provision is considered necessary in the accounts of the company, for the diminution in the value of the investments as well as the probable non-recovery or partial recovery of the loan as aforesaid.

B.18 The Company acquired 3,23,81,000 Equity Shares of Rs.10/- each constituting 100% of the paid up share capital of Shell Gas (LPQ) India Private Limited (SQLIPL) on 1st April, 2010 for a total consideration of Rs. 1,647.04 lacs. The Company had paid this consideration as an advance for acquisition of aforesaid equity shares to erstwhile promoters of SQLIPL in the previous year. Accordingly SQLIPL has become a wholly owned subsidiary of the Company w.e.f. 1st April, 2010.

The name of SQLIPL has since been changed to Aegis Gas (LPQ) Private Limited (AGPL).

B.19 During the year, the Company submitted its 222,001 equity shares held in its associate namely Hindustan Aegis LPQ Limited (HALPQ) under the buy back scheme offered by HALPQ for a total consideration of Rs. 66.60 lacs. Thereafter, Aegis Gas (LPQ) Private Limited (AQPL), a wholly owned subsidiary of the Company acquired 100% equity shares of HALPQ from its erstwhile shareholders. Accordingly, HALPQ has become a wholly owned subsidiaryofAQPL.

B.20 BankDeposits includes:

i) Rs.226.921acs (Previous Year Rs. 482.30 lacs) in Margin Account

ii) Rs.45 lacs (Previous Year Rs 45 lacs) out of deposits received from some of the dealers of the company placed with the banks which is subject to a lien of the banks for granting credit facilities to such dealers.

iii) Rs.77.12 lacs (Previous Year Rs.77.12 lacs) placed with the bank which is subject to a lien of Mumbai Port Trust for granting Way Leave Permission.

iv) Interest accrued Rs.72.89 lacs (Previous Year Rs.60.54 lacs)

B.21 Figures for the previous year have been regrouped wherever necessary to correspond with figures of the current year. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2010

Current Previous Year Year Rs. in lacs Rs. in lacs B.l.Contingent liabilities in respect of :-

(a) Claims against the Company not acknowledged as debts 12.00 12.00

(b)Income Tax demands disputed in appeal 12.62 29.27

(c)Estimated amount of contracts remaining to be executed on Capital Account and not provided for (Net of Advances) 139.22 567.09

(d) Letter of Credit 50.00

In respect of items mentioned under Paragraphs (a) and (b) above, till the matters are finally decided, the financial effect cannot be ascertained.

(i) Guarantees given to Banks against repayment of loans advanced from time to time to Sea Lord Containers Limited., a Subsidiary of the Company to the extent of Rs. 6000 lacs (Previous year Rs. 4500 lacs). The balance of such loan outstanding as at 31st March, 2010 was Rs. 5150 lacs (Previous Year Rs. 4500 lacs)

(ii) Guarantees given to Banks against repayment of working capital facilities advanced from time to time to Hindustan Aegis LPG Limited, an Associate of the Company to the extent of Rs. 4650 lacs (Previous Year Rs. 4250 lacs). The amount of such facilities availed against guarantee as at 31st March, 2010 was Rs. Mil (Previous Year Rs. 4250 lacs).

B.6. Segment Reporting - Basis of preparation

The Company has identified two reportable business segments (Primary Segments) viz. Liquid Terminal Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns and the internal business reporting systems.

During the year, investments made by the Company have exceeded 10% of its total assets. However, such investments have not exceeded 10% of its total assets as per Consolidated Financial Statement of the Company. Hence, Investments are not treated as separate reportable segment by the Company. Consequently, Segment information has been presented on the basis of Accounting Standard (AS 17) "Segment Reporting" as applicable to the Consolidated Financial Statements of the Company as specified under Paragraph 4 of the said standard.

The accounting policies adopted for the segment reporting are in line with the accounting policies of the company with the following additional policies for the segment reporting:

(a) Revenue and expenses have been identified to segment on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been disclosed as "Other unallocable expenditure (net)".

(b) Segment assets and segment liabilities represent assets and liabilities in respective segments. It excludes investments, tax related assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis and hence have been disclosed as "Other unallocable assets/ liabilities".

(c) The Company does not have material earnings emanating outside India. Hence, the company is considered to operate in only the domestic segment.

B.7. Related Party Disclosures

As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the Accounting Standard are given below:

(a) List of related parties with whom transactions have taken place and relationships:

Sr. Name of the Related Party Relationship No.

1 Hindustan Aegis LPQ Limited (HALPQ) Associate Company

2 Sea Lord Containers Limited Subsidiary Company

3 Konkan Storage Systems (Kochi) Private Limited Wholly owned Subsidiary Company

4 Eastern India LPQ Company Private Limited Wholly owned Subsidiary Company

5 Aegis Group International Pte Ltd. Wholly owned Subsidiary Company

6 Mr. R.K.Chandaria Key Management Personnel

7 Mr. A.K.Chandaria Key Management Personnel

B.10 BUY BACK OF EQUITY SHARES:

The Board of Directors at its meeting held on 9th July, 2009 approved the Buy Back of maximum of 11,69,307 equity shares through open market purchases through Stock Exchange up to a maximum price of Rs.143 per share for a total value of Rs. 1672.11 lacs being 10% of the paid-up Equity Share Capital and free reserves of the Company, as computed under Section 77A of the Companies Act, 1956. Accordingly, during the year, the Company has bought-back 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 Shares so bought have been extinguished. The nominal value of equity shares bought back and extinguished amounting to Rs. 102.05 lacs has been reduced from the paid up equity share capital and a corresponding amount has been transferred from General Reserve to Capital Redemption Reserve. The premium paid for buy-back amounting to Rs. 1304.77 lacs has been appropriated from the Securities Premium Account in terms of Section 77A of the Companies Act, 1956.

B*H During the Previous Year ended 31st March, 2009, Tapi Finvest Private Limited (TFIPL) was amalgamated into the Company pursuant to the scheme of amalgamation ("Scheme") sanctioned by order of the High Court of Gujarat dated 6th May, 2009. Equity Shares to be issued to shareholders of TFIPL under the said Scheme were shown as "Share Capital Suspense Account" as on 31st March, 2009 pending allotment of such shares as on that date. Such shares were allotted on 30th May, 2009 upon completion of necessary statutory requirements and accordingly, same were added to the paid up equity share capital during the year.

Further, amalgamation expenses amounting to Rs.68.86 lacs incurred during the year has been debited to the Capital Reserve (Demerger) account as prescribed under the aforesaid Scheme.

B.13 The amount of exchange loss (net of gain) debited to the Profit and Loss Account is Rs.77.92 Lacs (Previous Year Rs.76.06 lacs).

B.14 There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the information available with the Company. This has been relied upon by the auditors.

B.15 The details of derivative instruments and foreign currency exposures are as under:

Forward contracts outstanding in USD 44.70 lacs (equivalent to Rs.2074.61 lacs) as on 31st March, 2010. (Previous Year USD 48.03 lacs equivalent to Rs.2380.67 lacs).

B.17. The Company holds 100,000 equity shares of Rs. 10 each amounting to Rs. 10 lacs in Konkan Storage Systems (Kochi) Private Limited (Konkan), a wholly owned subsidiary of the Company. The Company has also given a loan of Rs. 3424.44 lacs (Previous Year Rs. 1581.44 lacs). As per the audited accounts of Konkan for the year ended 31st March, 2010, the accumulated losses are Rs.498.62 lacs (Previous Year Rs.507.98 lacs) as against the paid up capital of Rs. 10 lacs. Consequently, there is a fall in the value of the investments and ability of the Company to repay the loan is also impaired. However, in view of the fact that these investments are held as strategic, long term investments and the Company expects improvement in the long run, no provision is considered necessary in the accounts of the company, for the diminution in the value of the investments as well as the non-recovery or partial recovery of the loan as aforesaid.

B.18 Bank Deposits includes:

i) Rs. 482.30 lacs (Previous Year Rs. 394.19 lacs) in Margin Account

[Includes Interest accrued Rs.60.54 lacs (Previous Year Rs.69.99 lacs)]

ii) Rs.45 lacs (Previous Year Rs 45 lacs) out of deposits received from some of the dealers of the company placed with the banks which is subject to a lien of the banks for granting credit facilities to such dealers.

iii) Rs.77.12 lacs (Previous Year Rs.77.12 lacs) placed with the bank which is subject to a lien of Mumbai Port Trust for granting Way Leave Permission.

B. 19 Figures for the previous year have been regrouped wherever necessary to correspond with figures of the current year. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

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