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Notes to Accounts of Aegis Logistics Ltd.

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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