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 - Ã
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 Ã 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 ÃReport on Corporate Governanceà 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