expo gas containers ltd Directors report


To,

The Members,

Your Directors present herewith Fortieth Annual Report together with audited statement of accounts for the year ended 31st March 2023.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars As on As on
31.03.2023 31.03.2022
Sales Turnover 8021.93 7264.26
Profit / (Loss) before Depreciation and Interest 270.12 566.38
Less: - Interest 455.50 400.18
Less: - Depreciation 46.35 53.15
Net Profit / (Loss) before Tax -231.73 113.05
Less: - Tax
- Current tax - 74.13
- Earlier Tax -2.35 14.21
- Deferred Tax Liabilities / (Assets) -8.42 -34.81
Net Profit/Loss after Tax -220.95 59.51
Other Comprehensive Income 21.88 -4.25
Net Profit after Tax & Comprehensive Income -199.07 55.26
Profit / (Loss) brought forward 887.97 832.70
Balance Carried to Balance Sheet 688.90 887.96

MANAGEMENT OUTLOOK FOR THE YEAR 2023-24

This year began with the anticipation that runaway inflation, aggressive policy rate hikes, and high commodity prices might topple a few major economies into recession in 2023. We are halfway past 2023 and, while the world is still in the woods, the probability of a recession this year has trimmed.

As predicted during the last year, the Company touched the figure of Rs. 80 Crores turnover during the year 2022-23. The growth story is expected to continue and the Company is expected to post a turnover of more than 100 Crores for the upcoming years.

FUTURE OUTLOOK

Indias oil and gas production is expected to achieve a mid-decade peak between 2023 and 2032, around 2027, driven by the KG-Basin projects operated by Reliance Industries Limited and Oil and Natural Gas Corporation (ONGC), according to a report released by S&P Global Commodity Insights.

India is expected to be one of the largest contributors to non-OECD petroleum consumption growth globally. Indias consumption of petrol products stood at 183.32 MMT in April-January, 2023. High Speed Diesel was the most consumed oil product in India and accounted for 38.84% of petroleum product consumption in FY22.

The Government continued to tap the opportunity of availability of cheap crude from Russia arising out of Russia – Ukrain confrontation and aims to building additional storage tanks to offset high oil prices.

? The Indian Oil Corporation Limited (IOCL), Chennai, has committed to invest Rs 54,000 crore in various projects in Tamil Nadu in the next few years, including a 9 MMTPA (million metric tonnes per annum) grass-root refinery at an estimated cost of Rs 35,580 crore.

? This new refinery, which will come up on about 1,300 acres of land in Nagapattinam, will produce petrol and diesel for BS-VI specification and also polypropylene.

? This new refinery, which will come up on about 1,300 acres of land in Nagapattinam, will produce petrol and diesel for BS-VI specifications and also polypropylene.

Indian Oil Corp to set up aviation fuel plant with LanzaJet in Haryana.

Indian Oil Corp will set up an 80,000 tonnes sustainable aviation fuel plant with LanzaJet in Haryana, the refiners chairman said recently.

The company is looking at an investment of about 23 billion rupees ($280.1 million). The refiner is also running a pilot project for green fuel in association with Praj Industries in the western state of Maharashtra.

India plans to fill Mangalore SPR with 5.5 mln barrels of oil after Oct: source.

India plans to import about 5.5 million barrels of crude oil after October to fill part of its Mangalore strategic petroleum reserve (SPR) in southern Karnataka state and may change the crude grade at another facility.

The oil imports are needed because one of the Mangalore reserve tanks is currently empty.

India, the worlds third-biggest oil importer and consumer, has built strategic storage at three locations - Mangalore, Padur and Vizag - in southern India to store up to 5 million tonnes of crude (37 million barrels) that could be tapped on in case of supply disruption.

The Company is aggressively participating in all the Government/ PSU tenders as well as exploring new possibilities with private players in this Sector. Few of them are :

M/s. Nayara Energy Limited (NEL) – VGOMHC (Vacuum Gas Oil - Mild Hydrocracker) Revamp Project located at Vadinar, Gujarat Refinery, India.

GNFC – Weak Nitric Acid (WNA) and Ammonium Nitrate (AN) Projects located at Bharuch, Gujarat, India.

IOCL –CPCL Nagapatnam Project.

DIVIDEND

The Board of Directors does not recommend any dividend for the year ended 31st March, 2023 in order to conserve resources.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2022-23 till the date of this report.

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.

SHARE CAPITAL

The Authorized Capital of the Company is 4,00,00,000 Equity shares of the Company of Rs. 4/- each and the paid capital of the Company as on 31.03.2023 is 1,90,36,400 Equity shares of the Company of Rs. 4/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2023, none of the Directors of the Company hold any convertible instruments of the Company.

DIRECTORS

During the year under review Mr. Murtuza Mewawala retires by rotation and being eligible offer himself for re-appointment.

During the year there were changes in the constitution of Board. Ms. Fatema Bundeally resigned & Mrs. Sayada Mukadam is appointed as an Independent Director w.e.f. 12/05/2022.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Independent Directors have submitted a declaration that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors.

In terms of Regulation 25(8) of the SEBI (LODR), the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2023:

1) Mr. Venkateswaran Manickam Chittoor

2) Ms. Sayada Mukadam

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

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, Five (5) Audit Committee Meetings One (1) Nomination and Remuneration Committee Meeting and Six (6) Stakeholders Relationship 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 was held on13thMarch 2023.

NOMINATION AND 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. The Nomination and Remuneration Policy is posted on the website of the Company.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices, a separate section on Corporate Governance is provided as part of this Annual Report.

STATUTORY AUDITOR

At the last 39th Annual General Meeting M/s. K. S Shah & Co., Chartered Accountants (Firm Reg. No. 109644W) were appointed from the conclusion of the Thirty Ninth (39th) Annual General Meeting until the conclusion of the Forty Fourth (44th) Annual General Meeting for the financial year 2026-2027 and that the Board is authorized to fix the remuneration as may be determined by the Audit Committee in consultation with the Auditors. Now it is proposed to confirm their appointment for the financial year 2023-24 i. e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting

The Auditors Report for the Financial Year ended March, 31, 2023 does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

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

The observations of Auditors are self-explanatory in the notes referred to by them.

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 M/s. 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."

The observations of Auditors are self-explanatory in the reports referred to by them.

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 is having in place Internal Financial Control System. The Internal Financial Control with reference to the financial statement was adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy in compliance with the Section 177(10) read with Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. 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 to its website.

PARTICULARS OF LOAN, GUARANTEE & INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the nancial statements.

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 31.03.2023 Current year 31.03.2022
1) Electricity
Purchase Unit (KWH) 2.47 1.87
Total Amount (Rupees in lacs) 31.58 21.57
Rate per Unit (Rupees) 12.78 11.56
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 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. in Lacs

i) CIF Value of Imports

27.81

ii) Expenditure in foreign currency

4.40

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
Hasanain S. Mewawala 3.10
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 is no increase in the remuneration of Mr. Hasanain S. Mewawala

c. The percentage increase in the median remuneration of employees in the financial year : 36.57%

d. The number of permanent employees on the rolls of the Company:45 (Excluding Key Managerial Personnel)

e. 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:

Average percentile increase made in the salaries of employees was around 6.99% after accounting for promotions and other event based compensation revisions.

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

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company.

g. 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: Not applicable (NA)

? The said remuneration paid to Managing Director was duly approved by the members in pursuance of applicable provisions of Companies Act, 2013. ? The CFO is not claiming any remunerationfrom the Company. ? The Board hereby affirms that the remuneration is as per the remuneration policy of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return is available on the website of the Company at www.expogas.com.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms 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 RESPONSIBILTY 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 2023 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.

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 have helped the Organization achieve higher productivity levels.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

As per the requirements of Regulation 8(1) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, the Company has formulated code of fair disclosure of unpublished price sensitive information and has uploaded the same on the official website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing fee for the year 2023-24 has been paid.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing regulations. Certificate as required under Part C of Schedule V of Listing Regulations is enclosed as Annexure ‘B.

QUALITY/ SAFETY CERTIFICATIONS

Your Company has obtained the prestigious OHSAS (18001) certification. Your Company is also ISO 9001& ISO14001 certified by URS.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of compliant or report under the said Act was registered in any of the units of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the Section 134 (o) Corporate Social Responsibility is not applicable to our Company.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with contractor and employees at all levels.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers and others associated with it.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

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

Place : - Mumbai
Dated : - 11.08.2023
Sd/-
(Hasanain S. Mewawala)
Managing Director
DIN-00125472