aegis logistics ltd share price Directors report


To the Members of the Company

The Directors have pleasure in presenting the 66th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

Financial Performance (INR in lakh)

Group Consolidated Company Standalone
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Revenue from Operations 862,721.31 463,098.01 307,512.69 122,798.42
Other Income 18,699.15 3,874.21 72,836.73 26,252.78
*Profit before Finance cost (as mentioned below), Depreciation and Tax 81,506.89 54,839.62 100,196.99 56,873.20
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)] 4,452.23 (295.07) (5408.7) (132.03)
Depreciation and amortisation expense 12,579.54 7,935.63 2,459.20 4526.95
Profit before tax 64,475.12 47,199.06 103,146.49 52,478.28
Provision for taxation - Current Tax 14,797.30 13,063.83 22,285.87 6,432.78
- For earlier years (356.33) (35.92) (321.74) (36.49)
- Deferred tax (1035.46) (4,323.03) (549.31) 891.96
Profit for the year Attributable to: 51,069.61 38,494.18 81,731.67 45,190.03
Owners of the Company 46,295.40 35,752.29 NA NA
Non Controlling Interest 4,774.21 2,741.89 NA NA
Balance in the statement of Profit & Loss at the beginning of the year 130,106.56 105,786.77 92,475.49 61,325.46
Profit for the Year (attributable to owners) 46,295.40 35,752.29 81,731.67 45,190.03
Disposal to non-controlling interest by the owners of the Company 37,959.81 2610.18 NA NA
Payment of Dividend on equity shares - Interim (15,795) (7,020) (15,795) (7,020)
Payment of Dividend on equity shares - Final (1,755) (7,020) (1,755) (7020)
Transferred from General Reserve - (0.22) - -
Share issue expenses of subsidiary Company - (2.46) - -
Transfer to Capital Redemption Reserve - - -
Retained Earnings at the end of the year 196,811.77 130,106.56 156,657.16 92,475.49

Operating Performance

Company Standalone

Revenue from operations increased by 150.42% at INR 307,512.69 lakhs (previous year INR 122,798.42 lakhs). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT increased by 76.18% to INR 100,196.99 lakhs (previous year INR 56,873.20 lakhs). Profit before Tax is INR 103,146.49 lakhs (previous year INR 52,478.28 lakhs) and Profit after Tax is INR 81,731.67 lakhs (previous year INR 45,190.03 lakhs).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 86.29% to INR 862,721.31 lakhs (previous year INR 463,098.01 lakhs) on account of higher sourcing volumes. The Profit before Tax for the year was INR 64,475.12 lakhs as against INR 47,199.06 lakhs in the previous year.

The Profit after Tax for the year stood at INR 51,069.61 lakhs as against INR 38,494.18 lakhs for the previous year.

Liquid Segment

Revenues of the group for Liquid Division is INR 41,796.67 lakhs (previous year INR 27,001.18 lakhs). Normalised EBITDA was INR 27,149.49 lakhs compared to INR 19,558.90 lakhs in previous year. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was INR 820,924.64 lakhs as compared to INR 436,096.83 lakhs the previous year on account of higher volumes. The normalised EBITDA increased to INR 52,623.4 lakhs as compared to INR 38,931.95 lakhs in previous year, mainly due to higher volumes.

During the financial year, there was no amount proposed to be transferred from profit to the Reserves.

Outlook for the Group

The oil, gas and chemical logistics business continues to show good potential as Indias import of oil products and chemicals increase in line with the growth of the Indian economy.

As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene, biomass and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the medium and long term outlook for the group remains positive.

Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Directors recommended and declared 3 (three) Interim Dividends @150% i.e. INR 1.50/-per equity share, 2nd Interim Dividend @100% i.e. INR 1/-per equity share and 3rd Interim dividend @200% i.e. INR 2/- per equity share and the same were paid during the financial year 2022-23.

Further, the Board of Directors of the Company at its meeting held on May 30, 2023 has recommended the Final Dividend of 125% i.e. INR 1.25 per share of INR 1/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). The Policy is uploaded on the Companys website at www.aegisindia.com.

New Projects and Expansion

Expansion of liquid terminal of 70,000 Kilolitres will be commissioned towards end on FY 2024. The construction of a new LPG terminal at Mangalore has started, which, when completed will be Indias largest cryogenic LPG terminal with a capacity of 80,000 metric tons.

Expansion at Kochi of 50,000 Kilolitres has started, which would be commissioned by next year.

A new liquids terminal expansion with 110,000 KL Liquids Terminal at JNPT is expected to be comissioned in mid-2024.

The new LPG terminal at Kandla is fully operational.

An additional capacity of 3,000 metric tons of spheres at Pipavav is progressing well and expected to be commissioned in mid FY 2024. The construction of a new cryogenic LPG terminal at Pipavav with a capacity of 48,000 metric tons is underway.

Pipavav LPG bottling plant is completed.

Liquid terminals expansion of 50,000 kilolitres at Haldia is also completed and commissioned. A new LPG jetty pipeline was commissioned.

Material events during the year under review

Allotment of equity shares by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company to Vopak India B.V

On July 12, 2021, a Share Subscription Agreement was entered into between the Company, Vopak India B.V. (Vopak") and Companys wholly owned subsidiary Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) ("AVTL") which was subsequently amended on May 19, 2022 (collectively, "SSA"). On July 12, 2021, a Shareholders Agreement was also entered into between the Company, Vopak and AVTL which was amended on May 19, 2022 (collectively, "SHA"). As per the agreement, on receipt of the application money of INR 10,983,450,229 from Vopak, 490,000 equity shares of AVTL of INR 10 each have been allotted on May 25, 2022 to Vopak representing 49% of the share capital of AVTL. Consequently, ALL owns 51 % of the share capital Of AVTL and Vopak owns 49% of the share capital of AVTL w.e.f. May 25, 2022.

Business transfer Agreements with Aegis Vopak Terminals Limited

Pursuant to SSA and SHA, the Company and its subsidiary AVTL had entered into Business Transfer Agreements ("BTA) for transfer of LPG and Liquid storage business at Kandla, and Liquid storage business at Pipavav, Mangalore and Haldia to AVTL. Additionally, Aegis Gas (LPG) Private Limited ("AGPL") and AVTL had entered into Business Transfer Agreements (BTA) for the transfer of Pipavav LPG storage business to AVTL. Conditions precedent of all the Business Transfer Agreements have been completed on May 20, 2022.

Acquisition of 100% equity stake of CRL Terminals Private Limited by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company

During the previous year, Vopak India BV, ("Vopak India"), Vopak Asia Pte. Limited, (Vopak Asia"),

Vopak Logistics Asia Pacific B.V. ("Vopak Logistics"), CRL Terminals Private Limited ("CRL Terminals") (collectively "Sellers") have entered into a Share Purchase Agreement (CRL SPA") with Aegis Vopak Terminals Limited ("AVTL") [Formerly known as Aegis LPG Logistics (Pipavav) Limitedl and the Company. As per the CRL SPA, the Sellers are desirous of transferring to AVTL 100% equity shares of CRL Terminals for an aggregate base consideration of INR 2,365,000,000 (Rupees Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as contemplated in the CRL SPA. As a result of this transfer, the Company through its subsidiary AVTL owns 51% of the share capital of CRL w.e.f. May 31, 2022.

Transfer of shares of Hindustan Aegis (LPG) Limited by Aegis Gas (LPG) Private Limited to Vopak India B.V

During the previous year, a Share Purchase Agreement ("HALPG SPA") dated July 12, 2021 has been entered into between Aegis Gas (LPG) Private Limited ("AGPL"), Vopak India B.V. ("Vopak") and the Company for the transfer of 24% shares of Hindustan Aegis (LPG) Limited ("HALPG") to Vopak. Accordingly, AGPL has transferred 24% of its shareholding of HALPG to Vopak on May 25, 2022 as per the terms and conditions of HALPG SPA. As a result of this transfer, the Company through its wholly owned subsidiary AGPL owns 51 % of the share capital of HALPG w.e.f. May 25, 2022.

Credit Rating

India Ratings and Research (Ind-Ra) has reaffirmed a short-term credit rating of IND A1+ (A One Plus) and revised the outlook on the long-term rating, which now is IND AA/Stable (Double A/ Outlook: Stable).

CARE Ratings Limited (CARE) has reaffirmed a short-term credit rating of CARE A1+ (A One Plus) and a long-term rating of CARE AA/ Stable (Double A/ Outlook: Stable).

Consolidated Financial Statements

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the Consolidated Financial Statements of Aegis Group as provided in this Annual Report are prepared in accordance with the Indian Accounting Standard (IND-AS 110) "CONSOLIDATED FINANCIAL STATEMENTS". The Consolidated Financial Statements include Financial Statements of its Subsidiary Companies.

For information of members, a separate statement containing salient features of the financial details of the Companys subsidiaries for the year ended March 31, 2023 in Form AOC-1 is included along with the financial statement in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies Members seeking such information at any point of time.

The annual Financial Statements of the subsidiary companies will also be kept for inspection by any Member at Head/Corporate Office of the Company and that of the subsidiary companies concerned and the same shall be displayed on the website of the Company www.aegisindia.com

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website on www.aegisindia.com.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Company has formulated a policy for determining its ‘material subsidiaries. The said policy is uploaded on the website of the Company www.aegisindia.com.

During the year under review, Hindustan Aegis LPG Limited, Sea lord Containers Limited and Aegis Gas (LPG) Private Limited, were material subsidiaries of the Company, as per Listing Regulations.

The Annual Report of the Company, the quarterly/half yearly and the annual results and the press releases of the Company are also placed on the Companys website www.aegisindia.com.

Subsidiary Companies

The Company has Ten subsidiaries as on March 31, 2023 having business akin and germane to the business of holding Company, whose details are given in the Annual Report and there has been no change in the nature of business of its subsidiaries during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Sea Lord Containers Limited

During the year under review, the Companys Bulk Liquid terminal continued operations at full capacity. The Company recorded a Turnover of INR 5,261.56 lakhs (Previous year INR 4,579.70 lakhs) and Net Profit after Tax was recorded at INR 2,810.98 lakhs (Previous year INR 3,102.83 lakhs).

Aegis Gas (LPG) Private Limited

During the year under review, the revenue for the year has increased to INR 45,779.08 lakhs as against INR 28,258.32 lakhs of the previous year on account of increased volumes. Profit after tax stood at INR 68,248.21 lakhs as compared to Profit after tax of INR 29,483.66 lakhs in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was INR 13,581.44 lakhs (Previous Year INR 14717.90 lakhs). Profit for the year ended March 31, 2023 was INR 8776.83 lakhs as compared to INR 10172.92 lakhs in previous year.

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue was INR 1,030.51 lakhs as against INR 836.31 lakhs in the previous year. Profit for the year ended March 31, 2023 was INR 178.12 lakhs as compared to INR 142.69 lakhs in the previous year.

Aegis Group International Pte. Limited

The revenue for the year increased to INR 497,317.67 lakhs as against INR 303,607.79 lakhs of the previous year. Profit after tax for the year ended March 31, 2023 was INR 457.13 lakhs as compared to INR 542.76 lakhs in previous year.

Aegis International Marine Services Pte. Limited

The revenue for the year ended March 31, 2023 was Nil. Profit for the year ended March 31, 2023 was INR 7.51 lakhs as compared to loss of INR 3.53 lakhs in the previous year.

Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited)

During the year under review, the revenue from operations was INR 28,966.46 lakhs. The company made a net profit of INR 500.79 lakhs as against net loss of INR 109.38 lakhs during the previous year.

CRL Terminals Private Limited (w.e.f May 31, 2022)

During the year under review, the revenue from operations was INR 6297.12 lakhs as against INR 5524.36 lakhs in the previous year. The company made a net profit of INR 446.66 lakhs as against the net loss of INR 446.96 lakhs in the previous year.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of INR 1.04 lakhs during the year (Previous year INR 0.98 lakhs). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of INR 41.60 lakhs during the year (previous year INR 6.66 lakhs). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. There is no amount of fixed deposit matured and remained unclaimed or overdue with the Company as on March 31, 2023.

Corporate Governance

A report on Corporate Governance, in terms of Regulation 34(3) read with ‘Schedule V of SEBI LODR together with a certificate of compliance from the Practicing Company Secretary, forms part of this Annual Report.

Management Discussion and Analysis

In compliance with Regulation 34, read with ‘Schedule V of SEBI LODR, a separate section on Management Discussion and Analysis, which also includes further details on the state of affairs of the Company, forms part of this Annual Report.

Listing of Company?s Securities

Equity Shares

The Companys Equity Shares continue to remain listed with the BSE Limited. and National Stock Exchange of India Limited. and the stipulated Listing Fees for the financial year 2023-24 have been paid to both the Stock Exchanges.

Employee Stock Purchase Plan

There are no outstanding stock options and no stock options were either issued or allotted during the year.

Directors & Key Management Personnel

The terms of Mr. Raj K. Chandaria (DIN - 00037518) as Managing Director expired on March 31, 2023. The Nomination and Remuneration Committee recommended and the Board of Directors approved at their respective meetings held on February 02, 2023, his re-appointment as Managing Director of the Company for further period of 5 (Five) years further term of 5 years w. e .f. April 01, 2023 to March 31, 2028. The Members of the Company via Portal Ballot approved on May 17, 2023 re-appointment of Mr. Raj K. Chandaria as Managing Director for the period 5 years w.e.f April 01, 2023.

Pursuant to section 152 of the Companies Act, 2013, Mr. Amal R. Chandaria (DIN - 09366079),

Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Pursuant to the amendment in Regulation 16 of SEBI LODR Regulations w.e.f January 01, 2022, the Nomination and Remuneration Committee of the Company considered and recommended to the Board of Directors appointment of Mr. Raj Kishore Singh (DIN: 00071024) as an Independent Director.

Pursuant to the above recommendation, Mr. Raj Kishore Singh stepped down as a Non-Independent Director of the Company from the close of business hours of May 30, 2023.

The Board at its meeting held on the same day i.e. May 30, 2023 considered and approved the appointment of Mr. Raj Kishore Singh as Additional Director under category "Independent" w.e.f.

June 01, 2023. The term of his appointment as an Independent Director will be for a period of 5 years commencing from June 01, 2023, subject to the approval of members at the ensuing Annual General Meeting.

The Directors recommend the appointment /re-appointment of the Directors at the ensuing Annual General Meeting. Appropriate resolutions for the appointment/ re-appointment of the Directors are being placed for approval of the members at the Annual General meeting.

Disclosure from Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI LODR. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) SEBI LODR, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in Annexure - ‘A? to the Directors Report.

Particulars of Employees

Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act, and the Rules framed thereunder is enclosed as Annexure - ‘B? to the Boards Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report. However, in terms of Section 136 of the Companies Act 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding such information. The said information is available for inspection at the registered office of the Company during working hours. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosure of composition of the Corporate Social Responsibility Committee

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ‘C? of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Companys website on www.aegisindia.com.

The Companys average CSR obligation of three immediately preceding financial years is below ten crore rupees hence impact assessment is not applicable.

Auditors and Auditors? Report Statutory Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its Annual General Meeting ("AGM") held on July 30, 2019 ("62nd AGM") approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) as statutory auditors for a period of 5 years commencing from the conclusion of 62nd AGM till the conclusion of the 67th AGM.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

Explanation or comments on qualification, reservation or adverse remarks or disclaimers made by the auditors in their report

The Auditors Report does not contain any qualification, reservations, adverse remarks or disclaimers. Notes to Accounts are self-explanatory and does not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 134(3) and section 204 of Companies Act, 2013 read along with the rules made thereunder, the Board of Directors of the Company appointed Mr. Prasen Naithani of P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for FY 202223. The Secretarial Audit Report for the financial year ended March 31, 2023 forms part of this Report and is annexed herewith as Annexure - ‘D?. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

In terms of Regulation 24A of SEBI LODR read with Section 204 of the Companies Act, 2013, the secretarial Audit reports of material subsidiaries are also part of this annual report. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors or Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, Messrs Natvarlal Vepari and Company, Chartered Accountant were re-appointed by the Board of Directors to conduct internal audit of the Company.

Cost Auditor

During the year, maintenance of cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, was not applicable to the company.

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2015), ISO-14001 (2015) and ISO-45001 (2018) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The Company is dedicated to the fundamental tenets of safeguarding peoples health, protecting the environment, reducing risk and supporting sustainable growth. The Company carries out a monthly review of health, safety and environment compliance for all sites and focuses on providing a safe working environment in terminal and jetty.

MOC, HAZOP studies prior to changes/ modifications, departmental & central safety committees, suggestion scheme, safety inspections and safety campaigns are carried out to enhance built in safety in every activity. Employees are trained in safe operating procedures, technical skills, first aid and the fire fighting. Employees are also trained for handling emergencies through regular mock drills.

The Company carried out various competitions like slogans, posters, ‘spotting the hazards to create awareness of safety amongst all levels of employees, contract workmen and also transporters.

The Company from time to time carries out internal audits to implement & strengthen gaps thus identified. To control VOC Emission, the Company has installed Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on loading points. Bottom loading facility is implemented for all VOC products. This ensures safe working environment for workers and surrounding area. We have undertaken zero spillage policy in all the terminals & under this various hardware modifications are carried out to reduce the VOC emissions. The Company has implemented E-gate pass resulting reduction in paper usage, discarded use of plastic water bottle to save / protect environment, replaced MH light with LED to conserve energy.

Directors? Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2023 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. CNK and Associates LLP. The Directors further confirm that:

a. In the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that year;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors, had laid down adequate internal financial controls to be followed by the company and that such internal financial controls including with reference to Financial Statements are adequate and were operating effectively; and

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.

Internal Control Systems and their Adequacy

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Natvarlal Vepari and Company, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Significant and material orders

There are no significant and material orders existing as on date by the regulators/courts/tribunals impacting the going concern status and the Companys operations in future.

Composition of Audit Committee

The Company has an Audit Committee comprising of total three members out of which two are NonExecutive Independent Directors, and one is an Executive Director:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Raj K. Chandaria

3. Mr. Jaideep D. Khimasia

During the year, the Board of Directors of the Company had always accepted the recommendations of the Audit Committee.

Details of Establishment of Vigil Mechanism for Directors and Employees

The Company, pursuant to Section 177 of Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The scope of the policy is that it covers any alleged wrongful conduct and other matters or activity on account of which the interest of the Company is affected and is formally reported by Whistle Blower(s). The Whistle Blowers role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Companys vigil mechanism is providing adequate safeguards against victimization of persons who use such mechanism and has made provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the said Policy are explained in the Corporate Governance Report and details of establishment of vigil mechanism is posted on the website of the Company at www.aegisindia.com.

Details of the annual return as provided under sub-section (3) of section 92

The details as provided under sub-section (3) of Section 92 of Companies Act, 2013 is available on the website of the Company at www.aegisindia.com.

Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees

In terms of the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI LODR, the Company has re-constituted a Nomination and Remuneration (N&R) Committee due to change in designation of Mr. Raj Kishore Singh as Additional Director (Independent) w.e.f June 01, 2023 The members of the N&R Committee are as follows:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

The N&R Committee identifies persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the laid down criteria, recommend to the Board their appointment and renewal and shall carry out evaluation of every Directors performance. The Committee formulates criteria for determining qualifications, positive attributes and independence of a Director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Remuneration policy reflects the Companys objectives for good corporate governance as well as sustained and long-term value creation for stakeholders. The policy of the Company on directors appointment and remuneration, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on the companys website www.aegisindia.com.

The Policy will also help the Company to attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to ensure that -

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Companys business strategies, values, key priorities and goals.

Particulars of Loans, Guarantees or Investments

The Company is engaged in the business of providing infrastructural facilities as specified under Section 186 (11) (a) of the Companies Act, 2013 read with Schedule VI to the Companies Act, 2013. However, details of Loans, Guarantees and Investments are given in the notes to the Financial Statements.

Disclosure of particulars of contracts/arrangements with related parties

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy.

The Policy on Materiality of and dealing with Related Party Transactions was amended in line with SEBI LODR. The policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at www.aegisindia.com.

All transactions entered into with the related parties are in compliance with the provisions of the Companies Act, 2013 and on the arms length basis.

There are no 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.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis.

All RPTs entered during the year were entered with its wholly owned subsidiaries. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 forms part of this Annual Report and is placed at Annexure-‘E?

Development and implementation of Risk Management Policy

The Company has a Risk Management Committee consisting of majority members of Board of Directors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimisation procedures, monitor and review risk management plan and for carrying out such other functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein of elements of risk, and action taken by the Company to mitigate those risks.

The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish framework for the companys risk management process and to ensure companywide implementation, to ensure systematic and uniform assessment of risks related with Oil, Gas & Chemicals Logistics business, to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to-assure business growth with financial stability.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Boards Report.

Material Changes and commitments, if any affecting the financial position

There were no material changes and commitments, which affected the financial position of the company between the end of the financial year of the company to which the financial statements relates and the date of the report.

Number of meetings of the Board of Directors

During the year ended March 31, 2023, 6 Board Meetings were held on the following dates :

1. May 20, 2022

2. May 27, 2022

3. August 12, 2022

4. September 13, 2022

5. November 08, 2022

6. February 02, 2023

The detailed composition of the Board of Directors along with the number of Board Meetings and various committees has been provided in the Corporate Governance Report.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118 (10) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the year ended March 31, 2023, there were nil complaints recorded pertaining to sexual harassment.

Business Responsibility and Sustainability Report (BRSR)

The Securities and Exchange Board of India (‘SEBI), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR). BRSR is a notable departure from the existing Business Responsibility Report (‘BRR) and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to transition to BRSR from FY 2022-23 onwards.

Accordingly, the Company has adopted a Policy on BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by SEBI includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators forms part of this Annual Report and is placed at

Annexure-‘F? and has been hosted on Companys website and can be accessed at www.aegisindia. com.

Insolvency and Bankruptcy Code

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2022-23.

Appreciation

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

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

For and on behalf of the Board of Directors
Raj K. Chandaria
Chairman and Managing Director
Place: Mumbai Date: May 30, 2023 DIN : 00037518