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Directors Report of Expo Gas Containers Ltd.

Mar 31, 2015

Dear Members,

Your Directors present herewith Thirty Second Annual Report together with audited statement of accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. in Lac)

Particulars As on As on 31.03.2015 31.03.2014

Sales Turnover 6028.16 4543.18

Profit / (Loss) before Depreciation and Interest 793.26 740.32

Less: - Interest 440.08 454.68

Less: - Depreciation 73.79 77.73

Net Profit / (Loss) before Tax 279.39 207.91

Less: - Tax

* Current tax 55.90 41.60

* Earlier Tax - -

* Deferred Tax Liabilities / (Assets) 30.86 39.64

Net Profit after Tax 192.63 126.67

Profit / (Loss) brought forward 669.77 543.10

Balance Carried to Balance Sheet 862.39 669.77

CURRENT YEAR

During the year under review, your Company achieved a sales turnover of Rs. 6028.16 lacs against Rs. 4543.18 lacs in the previous year. Thus the Company has been able to achieve a growth in turnover of 32.69% over the previous financial year.

FUTURE OUTLOOK

In such difficult time of stagnant demand in the economy, your Company has been growing consistently over the past 6 years.

Your Company is fully dependent upon the capital expenditure of the Oil & Gas sector. Considering the global trend in the prices of crude oil, your Company foresees that the actual tendering process for the capital expenditure and expansion plans of oil companies in India may take a few more months to finalize. Thus the actual orders could be received only during the later half of the coming financial year.

In order to bridge this gap in local market your Company plans to explore the export market for tenders/ orders. Also instead of focusing only in the Oil & Gas sector your Company plans to enter into production for the larger Constructing companies / EPC projects in Infrastructure sectors both in India and overseas.

Thus in the coming financial year your Company plans to enter into new geographies, new products and new sectors.

DIVIDEND

In order to conserve resources, your Directors intent to plough back the profits into business and thus do not recommend any dividend for the year ended 31st March 2015.

DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

DIRECTORS

During the year under review Mrs. Sajeda H. Mewawala was appointed as an additional director and the said appointment will be put for confirmation at the forth coming Annual General Meeting. Mr. Hasanain Mewawala retires by rotation and being eligible offer himself for reappointment. Except for these, there are no other changes in the Directors of the Company.

DECLARATION BY AN INDEPENDENT DIRECTQRfSl

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration committees.

PERFORMANCE EVALUATION OF INDEPEDNET DIRETORS BY EXECUTIVE DIRECTORS

The performance evaluations of Independent Directors were also carried out and the same was noted.

BOARD MEETINGS

Pursuant to Section 134(3)(b), details of Board meeting held in the year is reflected in the Corporate Governance Report.

During the year Seven (7) Board Meetings and four (4) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 and Clause 49 was held on 13.02.2015.

TRAINING OF INDEPENDENT DIRECTORS

Your company's Independent Directors are associated with the Company since quite a long time, hence they all understand Company's business and activities very well. However, pursuant to the provisions of Clause 49 of the Listing agreement, the Board did brief to all the Independent Director about the Company's business activities, manufacturing process, quality standards maintained, certifications obtained, Internal controls including financial controls, meetings with the senior management of the Company and the latest changes in the laws.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

AUDITORS

STATUTORY AUDITOR

M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment, if made, will be in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013.

INTERNAL AUDITOR

As required under the new Companies Act, 2013 , the Company has appointed an Internal Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed ND & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as " Annexure A."

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation.

The internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is in place and the Company has uploaded the same on its website.

ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is given hereto and forms a part of this report.

FORM - A

Form for disclosure of particulars with respect to Conservation of Energy.

Power and Fuel Consumption Current year Previous Year 31.03.2015 31.03.2014

1) Electricity

Purchase Unit (KWH) 2.50 3.71

Total Amount (Rupees in lacs) 19.97 30.49

Rate per Unit (Rupees) 7.99 8.22

2) Coal N.A. N.A.

3) Furnace Oil N.A. N.A.

4) Internal Generation N.A. N.A.

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION

As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read

with the Companies (Accounts) Rules, 2014 is Not Applicable, as there is no technology absorption, adaptation and innovation made by your Company in the goods manufactured.

FOREIGN EXCHANGE EARNING AND OUTGO

Rs.inLacs

(i) CIF Value of Imports NIL

(ii) Expenditure in foreign currency 6.48

(iii) Foreign Exchange earned NIL

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Director Ratio to median remuneration

Shaukatali S Mewawala 4.17

Non Executive Directors Ratio to median remuneration

NIL NIL

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

There has been no increase in the remuneration of the directors, thus these provisions are Not Applicable.

c. The percentage increase in the median remuneration of employees in the financial year: 21.54%

d. The number of permanent employees on the rolls of the Company: 64

e. The explanation on the relationship between average increase in remuneration and Company performance:

Not Applicable as no increase in Directors Remuneration.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(Rs. in Lacs)

Aggregate remuneration of Key managerial 12.00

personnel (KMP) in FY 2015

Revenue 6040.58

Remuneration of KMPs(as % of revenue) 0.20%

Profit before Tax(PBT) 279.39

Remuneration of KMPs(as % of PBT) 4.29%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

(Rs. in Lacs)

Particulars March 31, 2015 March 31, 2014 % Change

Market 1332.55 1458.19 -8.62

Capitalization

Price Earnings Ratio 6.93 11.43 -39.37

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was no increase in the managerial remuneration for the financial year 2014-15.

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Rs. in Lacs)

Mr. S. S. Mewawala (Chief (Chairman and (Executive Financial Managing Director) and Director) Compliance Officer)

Remuneration in FY 2015 12.00 Nil Nil

Revenue 6040.58 Nil Nil

Remuneration (as % of 0.20% Nil Nil Revenue)

Profit Before Tax (PBT) 279.39 Nil Nil

Remuneration (as % of 4.29% Nil Nil PBT)

j. The key parameters for any variable components of remuneration availed by the directors:

There is no variable component of remuneration to Directors, thus this is Not Applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not Applicable.

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

m. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is Not Applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3) (a), extract of Annual Return in Form MGT-9 has been annexed to this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013

The Directors state that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance

with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliances forms an integral part of this Report.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreement entered into with the stock exchange, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, and forms an integral part of this report.

As per Clause 55 of the listing agreement entered into with stock exchange, a business responsibility report is attached and forms an integral part of this annual report

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels.

Quality/ Safety Certifications

Your Company has obtained the prestigious OSHAS certification. Your Company is also ISO 9001 certified by Bureau Veritas and approved holder of "U" stamp from ASME U.S. A., R Stamp & NB Stamp.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company's employees.

For and on behalf of the Board For Expo Gas Containers Limited



Sd/- Place : Mumbai (S. S. Mewawala) Dated: 14.08.2015 Chairman & Managing Director


Mar 31, 2014

The Members

The Directors present herewith Thirty First Annual Report together with , audited statement of accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars As on As on 31.03.2014 31.03.2013

Profit / (Loss) before Depreciation and Interest 740.32 490.58

Less: - Interest 454.68 277.25

Less: - Depreciation 77.73 78.18

Net Profit/ (Loss) before Tax 207.91 135.15

Less: - Tax_;

- Current tax_ 41.60 27.04

- Earlier Tax_: - (0.67)

- Deferred Tax Liabilities / (Assets) 39.64 21.11

Net Profit after Tax 126.67 87.68

Profit / (Loss) brought forward 543.10 455.42

Balance Carried to Balance Sheet 669.77 543.10



CURRENT YEAR

Your company achieved gross turnover of Rs. 4552.91 Lacs for the year ended 31st March, 2014 against Rs. 3526.92 in the previous year. The F.Y. 2013-14 has seen your company successfully improve its performance. Your company has achieved a EBIDTA of Rs. 740.32 Lacs for the year ended 31st March, 2014 as against Rs. 490.58 Lacs for the previous Financial Year. This amounts to 50.91% over the previous year. The EBIDTA margin has improved fi^i 13.91% to 16.26% during the Current F.Y. The Profit Before Tax for trie current period under review was Rs. 207.91 Lacs as compared to Rs. 135.15 Lacs.

OPPORTUNITY AND FUTURE OUTLOOK

The Indian economy''s growth has slowed down considerably. This scenario has been adversely impacted by many factors including difficulties in obtaining environmental clearance for new projects, land acquisitions etc.

The continuous high fiscal and balance of payment deficit have also caused a severe dent in the confidence of the economy. The investment in main core sectors has reduced drastically. Even though there is no dearth in viable projects, several factors, including those mentioned above have resulted in new projects coming to a vital stand still.

The fact that the Company still has a decent order book will help it to tide over the concern. The Management expects the Company to be in healthy shape to take advantage of the upturn in Indian and world economy. The company is influctinuous process to improve its marketing efforts. As a result of this the Company has been able to sustain its order book despite the tough competitive environment. With large size jobs being taken up, the Company has considerably strengthened its senior management level in project execution. Your company continues to put great emphasize on securing new business from existing as well as new customers and new geographies.

DIVIDEND

In view of inadequate profits and in order to conserve resources, your Directors do not recommend any dividend for the year ended 31st March 2014.

DIRECTORS

Mr. Hasanain S. Mewawala retires by rotation and being eligible offer himself for reappointment. Mr. Vazirali G. Lokhandwala resigns from the Board and inMs place Mr. Shailesh D. Shah is appointed as an additional director of the Company. Except this there are no other changes in the Directors of the Company.

AUDITORS

M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment if made will be in accordance with the limits specified under

Section 224(1B) of the Companies Act, 1956.

As regards the appointment of Internal Auditors, the Company is in the process of appointing a suitable person. The other reservations of Auditors are self-explanatory in the notes referred to by them.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Boaxd of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report.

FORM - A

Form for disclosure of particulars with respect to Conservation of Energy.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

PARTICULARS OF EMPLOYEES

No employee was in employment of the Company throughout the Financial Year or part of the Financial Year on a remuneration, which in aggregate, exceeded the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Report on Corporate Governance" for the year ended 31.03.2014 has been annexed in this Annual Report.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

En^gy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

DIRECTORS'' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 217(2AA1 OF THE COMPANIES ACT 1956

The Directors state that: -

a) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31sl March 2014 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of Bank^Si Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company''s employees.

For and on behalf of the Board For Expo Gas Containers Limited

Place : - Mumbai Dated : - 11.08.2014 Sd/ (S. S. Mewawala) Chairman & Managing Director


Mar 31, 2013

To, The Members

The Directors present herewith Thirtieth Annual Report together with audited statement of accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

As On As On Particulars 31.03,2013 31.032012

Profit / (Loss) before Depreciation and Interest 490.58 577.85

Less: - Interest 27.25 358.50

Less: - Depreciation 78.18 78.02

Net Profit / (Loss) before Tax 135.15 141.33

Less: - Tax

- Current tax (Including FBT) 27.04 28.95

- Earlier Tax (0.67) 2.15

- Deferred Tax Liabilities / (Assets) 21.11 (65.43)

Net Profit after Tax 87.68 175.66

Profit / (Loss) brought forward 455.42 279.76

Balance Carried to Balance Sheet 543.10 455.42

CURRENTYEAR

During the year under review, the Company achieved turnover of Rs. 35.11 Crores against Rs. 32.27 Crores in the previous year. This is about 9% growth.

OPPORTUNITY AND FUTURE OUTLOOK

Indian economy''s growth is slowing down to around 5% and all the industries, including Capital goods industry, are also suffering at the moment. However, there are projects which are lined up for Fertlizers and Oil & Gas sector etc. which are awaiting clearance and its is expected that before the elections in 2014, these projects will get clearance. In fact, Toyo Engineering has started working on Fertilzier project, for

which we have received enquiries.

In the interim period, the Company has managed to receive orders from Indian Oil Corporation, Reliance Industries and other Companies. The current order book is about Rs. 75 Crores and this is more than double of the order book around this time last year. It is also double of our previous year turnover. We expect a healthy increase in turnover for the year ended March, 2014.

DIVIDEND

In view of inadequate profits and in order to conserve resources, your Directors do not recommend any dividend for the year ended 31st March 2013.

DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of deposit) Rules, 1974.

DIRECTORS

Mr. Sajjadhussein Nathani retires by rotation and being eligible offer himself for reappointment. Except this there are no other changes in the Directors of the Company.

AUDITORS

M/s. KetanN. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment if made will be in accordance with the limits specified under Section 224( IB) of the Companies Act, 1956.

As regards the appointment of Internal Auditors, the Company is in the process of appointing a suitable person. The other reservations of Auditors are self-explanatory in the notes referred to by them.

ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report

FORM-A

Form for disclosure of particulars with respect to Conservation of Energy.

Power and Fuel Consumption ] Currentyear Previous Year

31.03.2013 I 31.03.2012

1) Electricity

Purchase Unit (KWH) 376 4.42

Total Amount (Rupees in lacs) 31.23 29.51

Rate per Unit (Rupees) 831 6.68

2) Coal NA N.A. 3) Furnace Oil N.A. N.A.

4) [ Internal Generation | N.A. | N.A.

TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lacs i) CIF Value of Imports NIL

ii) Expenditure in foreign currency 2.62

Hi) Foreign Exchange earned NIL

PARTICULARS OF EMPLOYEES

No employee was in employment of the Company throughout the Financial Year or part of the Financial Year on a remuneration, which in aggregate, exceeded the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Report on Corporate Governance" for the year ended 31.03.2013 has been annexed in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT 1956

The Directors state that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of the financial institutions, Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company''s employees.

For and on behalf of the Board

For Expo Gas Containers Limited

Place : - Mumbai

Dated :-22.08.2013 Sd/-

(S. S. Mewawala)

Chairman & Managing Director


Mar 31, 2010

The Directors present herewith Twenty Seventh Annual Report together with audited statement of accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars As on As on

31.03.2010 31.03.2009

Profit / (Loss) before Depreciation and Interest 3,50,79,618 74,17,392

Less: - Interest 1,79,47,316 3,55,413

Less: - Depreciation 66,72,924 46,13,245

Net Profit / (Loss) before Extraordinary Items 1,04,59,378 24,48,734

Add: - Extraordinary Items (Net) - 5,21,03,218

Net Profit / (Loss) before Tax 1,04,59,378 5,45,51,952

Less: - Tax

- Current tax (Including FBT) 16,15,974 16,16,800

- Deferred Tax Liabilities / (Assets) 39,56,746 4,91,81,996

Net Profit after Tax 48,86,658 37,53,156

Prior period adjustment - —

Profit / (Loss) brought forward 2,43,382 (6,43,57,403)

Loss Written Back Consequent on Reduction in Capital - 4,67,18,400

Loss Adjusted Against Share Premium Account - 1,41,29,229

Balance Carried to Balance Sheet 51,30,040 2,43,382

CURRENT YEAR PERFORMANCE

During the year under review, the Company achieved turnover of Rs. 20.84 Crores against Rs. 17.23 Crores in the previous year. This is about 21% growth. The profits before extra ordinary income also increased significantly from about Rs. 24.48 Lacs to Rs. 104.59 Lacs.

In order to consolidate the operations and enhance capabilities further, the Company undertook expansion of its facilities costing about Rs. 3.25 Crores. This was funded by Saraswat Bank to the extent of Rs. 2.30 Crores of Term Loan and the balance was funded from internal accruals of the Company. With the completion of this expansion, the Company has successfully enhanced its capabilities to offer wider range of products and also increased its capacity significantly.

OPPORTUNITY AND FUTURE OUTLOOK

Indian economy is growing at a healthy rate of 8.5 to 9%. Capital goods industry is also doing well and several projects are coming up in hydrocarbon, power, petrochemical and fertilizer sectors. At present, the Company has healthy order position of over Rs. 36.00 Crores.

The Company is also working actively with reputed Companies like L&T, Samsung, Toyo Engineering, BPCL, HPCL for further orders. We are confident that your Company will be able to show healthy growth in the current year and have substantial order book position at the end of current financial year.

The Company has also been approved by reputed Engineering Consultancy firms for fabrication of new products including Heat Exchangers. The Company is also exploring and pursuing orders for site construction activities as well as overseas business. We are also in discussions with L&T for development of specialized equipments.

DIVIDEND

In view of inadequate profits your Directors do not recommend any dividend for the year ended 31st March 2010.

DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of deposit) Rules, 1974.

DIRECTORS

Mr. Hasanain S. Mewawala & Mr. Sajjadhussein Nathani were appointed as an additional director w. e. f. 14.12.2009. Except this there are no other changes in the Directors of the Company.

AUDITORS

M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment if made will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

As regards the appointment of Internal Auditors, the Company is in the process of appointing a suitable person. The other reservations of Auditors are self-explanatory in the notes referred to by them.

REDUCTION OF CAPITAL

During the year the Company had passed a Special Resolution at an Extra Ordinary General Meeting held on 11th June 2009 for Reduction of Paid- up Share Capital of the Company from Rs. 7,78,64,000 divided into 77,86,400 Equity Shares of Rs. 10 each fully paid up to Rs. 3,11,45,600/- divided into 77,86,400 equity shares of Rs. 4/- each fully paid up by canceling the capital to the extent of Rs.6/- per Equity share thereby the amount of the Share Capital getting reduced by Rs. 4,67,18,400/-. The Company had applied to Honble High Court., Mumbai for its approval for the Reduction of the paid up capital of the Company as required under Section 100 of the Companies Act, 1956 after obtaining the No Objection Certificate of Mumbai Stock Exchange where the shares of the Company are listed. The Company received the approval from the Honble High Court, Mumbai. The Company fixed the record date and the script trading was suspended for some time. Thereafter the equity shares were again listed by the Mumbai Stock Exchange with the face value of Rs. 4/- per share. The Authorised Capital of the Company was also reclassified to make it as Rs. 4/- per share vide ordinary resolution passed at last Annual General Meeting of the Company.

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Company passed special resolution for the Preferential Issue of 45,00,000 Convertible Warrants of Rs. 10/- each for cash aggregating to Rs. 4,50,00,000/- convertible at the option of the holder into one Equity share of Rs. 10/- each (or such adjusted numbers for any bonus, stock splits or consolidation, reduction or other reorganization of the capital structure of the company) by passing special resolution at its Extra ordinary General Meeting held on 2nd March 2009. The necessary in-principle approval was obtained from the Mumbai Stock Exchange and the Company has allotted 45,00,000 Convertible Warrants of Rs. 10/- each for cash at par at its Board Meeting held on 31.03.2009. The Company applied to SEBI for the exemption from open offer as per regulation 4 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulation 1997. The Company was fortunate enough to get the said approval from SEBI vide their order dated 27th April 2010. The Company allotted 1,12,50,000 equity shares on 19th May 2010 and have applied to Mumbai Stock Exchange for listing of the said shares.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report

FORM – A

Form for disclosure of particulars with respect to Conservation of Energy.

Power and Fuel Consumption Current year Previous Period

31.03.2010 31.03.2009

1) Electricity

Purchase Unit (KWH) 2.86 2.42

Total Amount (Rupees in lacs) 18.12 15.05

Rate per Unit (Rupees) 6.34 6.23

2) Coal N.A N.A

3) Furnace Oil N.A. N.A.

4) Internal Generation N.A. N.A.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lacs

i) CIF Value of Imports NIL

ii) Expenditure in foreign currency 0.03

iii) Foreign Exchange earned NIL

PARTICULARS OF EMPLOYEES

No employee was in employment of the Company throughout the Financial Year or part of the Financial Year on a remuneration, which in aggregate, exceeded the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled “Report on Corporate Governance” for the year ended 31.03.2010 has been annexed in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT 1956

The Directors state that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of the financial institutions, Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Companys employees.

By Order of the Board

For Expo Gas Containers Limited

Place : Mumbai

Dated : 17.08.2010 Sd/-

(S. S. Mewawala)

Managing Director

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