Expo Gas Containers Ltd Directors Report.

To,

The Members,

Your Directors present herewith Thirty Fifth Annual Report together with audited statement of accounts for the year ended 31st March 2018.

FINANCIAL RESULTS (Rs. in Lacs)
Particulars As on 31.03.2018 As on 31.03.2017
Sales Turnover 5003.00 3614.92
Profit / (Loss) before Depreciation and Interest 587.53 573.79
Less: - Interest 417.53 427.70
Less: - Depreciation 64.00 64.00
Net Profit / (Loss) before Tax 105.30 82.09
Less: - Tax
- Current tax 45.90 53.49
- Earlier Tax 33.11

- Deferred Tax Liabilities / (Assets) 17.28 18.01
Net Profit after Tax 9.00 10.59
Profit / (Loss) brought forward 929.41 918.81
Balance Carried to Balance Sheet 938.41 929.40

FUTURE OUTLOOK

The Company could showcase a better performance when compared to previous year and accordingly turnover has also increased by 38%. The Company continued to strive for reduced debt and positive cash flow and is hopeful of betterment of performance for the current year as there are many projects in the pipeline. The Company has 64 Crores worth projects in hand as of now and expects to post sales of Rs. 62Crores plus for the year ending March, 2019.

The major oil companies continue to invest in Maintenance and capacity expansion every year as well as many new plants proposed to be set up.

IOCL is looking to invest almost Rs. 9 bn in greenfield Ethanol plant in Gorakhpur, Uttar Pradesh as well as about Rs. 11,900 Crore in West Bengal on infrastructure and capacity enhancement project. Bharat Petroleum Corporation Ltd (BPCL) also plans to build a $3 billion petrochemical unit, in Rasayani, near Mumbai.

Saudi Aramco and the Abu Dhabi National Oil Company (ADNOC) have signed a Memorandum of Understanding (MoU) to jointly develop and build an integrated refinery and petrochemicals complex at Ratnagiri in Maharashtra.

In addition to the above, there are regular capacity expansions of M/s. Nayara Energy (Erstwhile Essar Oil), BPCL Refinery at Mahul etc.

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 2018.

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.

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 31.03.2018 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, 2018, none of the Directors of the Company hold any convertible instruments of the Company.

DIRECTORS

During the year under review Mrs. Sajeda 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 DIRECTOR(S)

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 Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. 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 Eight (8) 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 was held on 12.01.2018.

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

M/s. J. H. Gandhi & Co, Chartered Accountant, were appointed as the statutory Auditors for a block of 5 years to hold the office till the conclusion

of the 39th Annual General Meeting and that the Board is authorized to fix the remuneration as may be determined by the Audit Committee in consultation with the Auditors. In view of this M/s. J. H. Gandhi & Co, Chartered Accountants continue as statutory auditor for FY 2018-2019.

The Auditors Report for the Financial Year ended March, 31, 2018 does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

As required under the new Companies Act, 2013, the Company has appointed an Internal Auditor. The other observations of Auditors are selfexplanatory 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."

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 were 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.

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 31.03.2018 Current year 31.03.2017
1) Electricity
Purchase Unit (KWH) 2.41 3.23
Total Amount (Rupees in lacs) 26.43 30.92
Rate per Unit (Rupees) 10.99 9.56
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 218.26,
ii) Expenditure in foreign currency 3.50,
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 3.03
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: -0.96%

d. The number of permanent employees on the rolls of the Company: 59 (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 0.24% after accounting for promotions and other event based compensation revisions. There is no change in managerial remuneration.

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)

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3), extract of Annual Return in Form MGT-9 has been uploaded on the website of the Company.

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 2018 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 has 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.

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 2018-19 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.

QUALITY/ SAFETY CERTIFICATIONS

Your Company has obtained the prestigious OSHAS (18001) certification. Your Company is also ISO 9001& 14001 certified by URS and approved holder of "U" stamp from ASME U.S.A., R Stamp & NB Stamp.

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 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 Companys employees.

For and on behalf of the Board
For Expo Gas Containers Limited
Sd/-
Place : Mumbai (H. S. Mewawala)
Dated : 14.08.2018 Managing Director