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Aegis Logistics Ltd.

BSE: 500003 Sector: Others
NSE: AEGISCHEM ISIN Code: INE208C01025
BSE LIVE 15:40 | 09 Dec 150.00 4.15
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146.00

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OPEN 146.00
PREVIOUS CLOSE 145.85
VOLUME 79118
52-Week high 173.55
52-Week low 81.00
P/E 43.86
Mkt Cap.(Rs cr) 5010.00
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 146.00
CLOSE 145.85
VOLUME 79118
52-Week high 173.55
52-Week low 81.00
P/E 43.86
Mkt Cap.(Rs cr) 5010.00
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aegis Logistics Ltd. (AEGISCHEM) - Director Report

Company director report

To the Members of the Company:

The Directors have pleasure in presenting the 59th Annual Report and Audited Statementof Accounts of the Company for the year ended 31st March 2016.

Financial Performance

Group Consolidated

Company Standalone

2015-16 2014-15 2015-16 2014-15
Revenue from Operation 2213.22 3916.00 357.35 345.22
Profit before Finance cost (as mentioned below) Depreciation and Tax * 191.18 184.30 93.19 156.66
Finance Cost [including Interest (Net) Hedging Cost & Foreign Exchange Loss (Gain)] 15.09 19.12 7.74 11.88
Depreciation 23.42 22.96 11.55 12.24
Profit before tax 152.67 142.22 73.90 132.54
Provision for taxation - Current Tax 22.55 26.35 19.71 22.14
- Deferred 3.98 3.56 0.32 2.56
Net Profit after tax 126.14 112.31 53.87 107.83
Less: Minority Interest 12.81 8.90 - -
Net Profit for the Year 113.33 103.41 53.87 107.83
Balance in statement of Profit & Loss 140.87 220.33 138.15 198.80
Profit available for Appropriations 254.20 323.29 192.02 306.63
Less: Appropriations Transfer to General Reserves (150.00) (150.00)
Transfer to Debenture Redemption Reserve (9.82) 3.36 (1.25) 5.00
Transfer to Capital Redemption Reserve - (12.00) - -
Interim Dividend {Rs.7.50 (Previous Year Rs. 2.50) per share} (30.06) (25.05) (30.06) (25.05)
Corporate Dividend Tax thereon (6.12) 1.27 (6.12) 1.56
Corporate Dividend Tax on Preference Share Dividend declared by a Subsidiary Company
Proposed Dividend - Final - - - -
Corporate Dividend Tax thereon - - - -
Closing Balance 208.20 140.87 154.59 138.15

*Normalised EBIDTA

Operating Performance:

Company Standalone

Revenue from operations increased marginally by 3.51% at Rs. 357.35 crores (previousyear Rs. 345.22 crores). The Gross Profit (before net interest depreciation tax hedgingcost & foreign exchange loss (gain) PBIDT decreased to Rs.93.19 crores (previous yearRs. 156.66 crores) on account of lower other income. Profit before Tax was lower atRs.73.90 crores (previous year Rs. 132.54 crores) and Profit after Tax decreased to Rs.53.87 crores (previous year Rs. 107.83 crores) due to lower other income.

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the yeardecreased to Rs. 2213.22 crores (previous year Rs. 3916.00 crores) on account of lowercommodity prices. The Profit before Tax for the year rose to Rs. 152.67 crores (previousyear Rs. 142.22 crores) an increase of 7.35% on year on year basis. The Profit after Taxfor the year rose to Rs. 126.14 crores (previous year Rs. 112.31 crores) an increase of12.31% on year on year basis.

Liquid Segment

Revenues of the group for Liquid Division were higher for the year by 11.21% at Rs.170.60 crores (previous year Rs. 153.40 crores) due to better capacity utilization.Normalised EBITDA increased to Rs. 102.38 crores compared to Rs. 97.39 crores in previousyear an increase of 5.12%. The revenues and margins continued to remain strong.

Gas Segment

The revenue for Gas Division during the year was Rs. 2042.62 crores (previous year Rs.3762.60 crores) on account of lower LPG prices. The normalized EBITDA increased to Rs.121.23 crores as compared to Rs. 84.65 crores in previous year mainly due to improvedmargins and higher throughput volumes.

Outlook for the Group

The oil gas and chemical logistics business continues to show good potential asIndia's import and exports of oil products LPG and chemicals increase.

The company is poised to take advantage of this growth by operating its newlyestablished facilities at Haldia and Pipavav at higher rates of capacity utilization. Anew LPG terminal is under construction at Haldia and a new liquids terminal is planned atKandla.

Dividend

The company continues to evaluate and manage its dividend policy to build long termshareholder value. The Directors recommended three interim dividends during the financialyear ended 31st March 2016 aggregating to total dividend of 90% i.e. Rs. 0.90 per shareof Rs. 1/- each (previous year Rs. 7.25 per share of Rs. 10/- each).

New Projects and Expansion

In light of increased demand for LPG in the region the company recently tripled itsLPG storage capacity at Pipavav to 8100 MT. This additional capacity will be availablefor use in FY 2016-17.

The Company is setting up a fully refrigerated LPG terminal at Haldia Dock ComplexWest Bengal with a static storage capacity of 25000 MT and throughput capacity of1500000 MT per annum. Terminal construction is underway with all the requisiteenvironmental permits secured and is expected to be commissioned in 2017-18. This will bethe largest LPG terminal in the Aegis portfolio. The Company has also signed a 20 yearMemorandum of Understanding (MoU) with a large public sector unit as the anchor customerfor use of this terminal.

The Company is expanding its Haldia liquids terminal by adding 25000 KL of storagecapacity which is expected to be commissioned in Q4 FY16-17.

The Company has initiated a project of debottlenecking of Mumbai LPG terminal byconnecting it by pipeline to the Uran-Chakan cross country LPG pipeline. This will resultin increased throughput capacity and less road movement of LPG.

In Kandla the Company is building 100000 KL of liquid capacity for chemicals andpetrochemicals which is expected to be commissioned in Q1 FY 17-18.

The company continues to look for opportunities to lease or acquire land at major andminor ports in India.

Allotment of Land at Ports

Aegis Group is continuing with its strategy of adding more terminals to its portfoliooffering its customers logistics services at every major gateway into and out of India.With the additional land allotments Aegis Group is continuing its strategy of building anecklace of port terminals around India's coast line. The company already has additionalland at the key ports of Pipavav Haldia New Mangalore Kandla and Kochi available fornew projects and will continue to evaluate new opportunities for land at all ports.

Credit Rating

The credit rating agency Credit Analysis and Research Ltd. (CARE) has continued toassign a short term credit rating of ‘A1+' (A One Plus) and long term rating of‘AA-' (Double A Minus).

India Ratings and Research (Ind-Ra) has assigned the Company a Long-Term Issuer Ratingof ‘IND AA'. The Outlook is 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 AnnualReport are prepared in accordance with the Accounting Standard (AS 21) "CONSOLIDATEDFINANCIAL STATEMENTS". The Consolidated Financial Statements include FinancialResults of its Subsidiary Companies.

For information of members a separate statement containing salient features of thefinancial details of the Company's subsidiaries for the year ended 31st March 2016 inForm AOC-1 is included along with the financial statement in this Annual Report. TheAnnual Accounts of these subsidiaries will be made available to the holding and subsidiarycompanies' Members seeking such information at any point of time. The annual accounts ofthe subsidiary companies will also be kept for inspection by any Member at Head/CorporateOffice of the Company and that of the subsidiary companies concerned and the same shall bedisplayed on the website of the Company www.aegisindia.com.

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

Subsidiary Companies

The Company has nine subsidiaries (out of which seven are wholly owned subsidiaries)as on 31st March 2016 having business akin and germane to the business of holdingCompany whose details are given in the Annual Report and there has been no change in thenature of business of its subsidiaries during the year. The operating & financialPerformance of the subsidiary Companies are as provided below:

Sea Lord Containers Limited

During the year under review the Company's Bulk Liquid terminal continued operationsat full capacity. The Company recorded a Turnover of Rs. 48.58 Crores (Previous year Rs.39.38 Crores) increase of 23.34% on YoY basis on account of product mix. Net Profit afterTax was recorded at Rs. 33.29 Crores (Previous year Rs. 23.91 Crores) an increase of39.20%.

Aegis Gas (LPG) Private Limited (wholly owned subsidiary)

The revenue for the year has decreased to Rs. 105.09 Crores as against Rs. 111.21Crores of the previous year on account of lower commodity prices. The Company commissionedits additional Gas Storage Terminal capacity 2700 MT. Profit after tax was thereforehigher at Rs. 15.64 Crores as compared to Rs. 12.58 Crores in previous year.

Hindustan Aegis LPG Limited (wholly owned subsidiary)

During the year 2015-16 the operating revenue decreased to Rs. 1215.59 Crores from Rs.2789.15 Crores in previous year on account of lower volumes and prices. Profit after taxfor the year ended 31st March 2016 was Rs. 11.38 Crores as compared to profit of Rs. 5.40Crores in previous year.

Konkan Storage Systems (Kochi) Private Limited (wholly owned subsidiary)

During the year under review the Income was Rs. 4.55 Crores as against Rs. 4.85 Croresin the previous year. The company made a net profit of Rs. 0.65 Crore as against Rs. 1.53Crore in the previous year.

Aegis Group International Pte. Limited

The revenue for the year has decreased to Rs. 1500.44 Crores as against Rs. 3374.32Crores of the previous year. Profit after tax for the year ended 31st March 2016 was Rs.11.22 Crores as compared to profit of Rs. 16.09 Crores in previous year.

Aegis International Marine Services Pte. Limited (wholly owned subsidiary)

The revenue for the year has decreased to Rs. 8.82 Crores as against Rs. 41.22 Croresof the previous year on account of lower volumes. Loss for the year ended 31st March 2016was Rs. 0.06 Crore as compared to profit of Rs. 0.31 Crore in previous year.

Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.20 lacs during the year (Previous yearRs. 0.26 lacs). The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.20 lacs during the year (Previous yearRs. 0.27 lacs). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.59 lacs during the year (previous yearRs. 0.58 lacs). 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 norrenewed any existing fixed deposits from its shareholders and general public.

The total amount of fixed deposits matured and remaining unclaimed with the Company ason 31st March 2016 was Rs. 2.45 lacs. There were no overdue deposits other than thoseunclaimed at the year end. There is no default in payment of interest and repayment ofmatured deposits & interest thereon by the Company.

Corporate Governance

A report on Corporate Governance as stipulated under ‘Schedule V' of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBILODR") together with a certificate of compliance from the Auditors forms part ofthis report.

Management Discussion and Analysis

In compliance with ‘Schedule V' of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Management Discussion and Analysiswhich also includes further details on the state of affairs of the Company forms part ofthis Annual Report.

Listing of Company's Securities

Equity Shares

The Company's Equity Shares continue to remain listed with the BSE Ltd. and NationalStock Exchange of India Ltd. and the stipulated Listing Fees for the financial year2016-17 have been paid to both the Stock Exchanges.

During the year the Company has sub-divided (split) its equity share from the facevalue of Rs. 10/- each into Re. 1/- each.

Non-convertible Debentures

The Company's Redeemable Non-Convertible Debentures are listed on the Wholesale DebtMarket Segment of National Stock Exchange of India Ltd. and the stipulated Listing Feesfor the financial year 2016-17 have been paid.

Change in Registrar and Transfer Agent

The Board of Directors of the Company has on 10th May 2016 duly approved theappointment of M/s. Link Intime India Pvt. Ltd. as Registrar & Share Transfer Agent ofthe Company w.e.f. 21st May 2016 in place of M/s. Sharepro Services (India) PrivateLimited the Company's existing Registrar and Share Transfer Agent of the Company whoseservices are terminated w.e.f. closure of business hours on Friday 20th May 2016.

The aforesaid was done in accordance with SEBI's Interim Order WTM/RKA/MIRSD2/41/2016dated 22nd March 2016.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act 2013 Mr. Anil M. Chandaria Director ofthe Company retires by rotation and being eligible offers himself for re-appointment.

Pursuant to section 161 of the Companies Act 2013 during the year Board of Directorson recommendation of Nomination and Remuneration Committee had appointed Ms. Poonam RaviKumar as Additional Director in the category Independent at their meeting held on 11thAugust 2015 and Mr. Raj Kishore Singh as Additional Director at their meeting held on10th March 2016. Both the Directors will hold office upto the ensuing Annual GeneralMeeting. Appropriate resolutions for the appointment/ re-appointment of the Directors arebeing placed for approval of the members at the Annual General meeting. Your Directorsrecommend the appointment of Ms. Poonam Ravi Kumar as Independent Director to hold officeupto 5 (five) consecutive years up to 10th August 2020 and appointment of Mr. Raj KishoreSingh as a Director at the ensuing Annual General Meeting.

Disclosure from Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

Auditors

As per the provisions of sections 139 141 of the Companies Act 2013 and rules madethereunder the Company had in its Annual General Meeting held on 31st July 2014approved the appointment of M/s. Deloitte Haskins & Sells LLP Chartered AccountantsMumbai (ICAI Firm Registration No. 117366W/W-100018) to hold office till the conclusionof the third consecutive Annual General Meeting subject to ratification by the members atevery Annual General Meeting. In compliance with the same the Directors do hereby placefor ratification the re-appointment of M/s. Deloitte Haskins & Sells LLP CharteredAccountants Mumbai until the conclusion of the next Annual General Meeting.

Occupational Health Safety & Environment

The Company is holding ISO-9001 (2008) ISO-14001 (2004) and OHSAS-18001 (2007)certifications and thereby meets all quality environmental and safety standards specifiedunder these Certifications.

The company carries out a monthly review of health safety and environment compliancefor all sites and carries out regular mock drills and emergency preparedness tests. Thecompany carried out various competitions like slogans posters ‘spotting thehazards' to create awareness of safety amongst all levels of employees contract workmenand also transporters. The company completed internal safety audit with external auditor.

Conservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgo

Details of energy conservation and research and development activities undertaken bythe Company along with the information in accordance with the provisions of section 134 ofCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 the extent asare applicable to the Company are given in Annexure ‘A' to the Directors'Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5 (2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of the Annual Report.

However having regard to the provisions of the first proviso to section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to the members ofthe Company. The said information is available for inspection at the registered office ofthe Company during working hours and any member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request.

Directors' Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for thefinancial year ended 31st March 2016 are in full conformity with the requirement of theCompanies Act 2013. The Financial Accounts are audited by the Statutory Auditors MessrsDeloitte Haskins & Sells LLP.

The Directors further confirm that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 bythe company and that such internal financial controls including with reference toFinancial Statements are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions ofall 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 areconstantly assessed and strengthened. The Company's internal control system iscommensurate with its size scale and complexities of its operations. The internal andoperational audit is entrusted to Messrs Natvarlal Vepari and Company a reputed firm ofChartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.

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

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken.

Significant and material orders

There are no significant and material orders passed by the regulators/courts/tribunalsimpacting the going concern status and the Company's operations in future.

Composition of Audit Committee

The Company has an Audit Committee comprising of the following four Non-ExecutiveDirectors out of which three are Independent Directors:

1. Mr. Dineshchandra J. Khimasia (Chairman)

2. Mr. Kapoorchand M. Chandaria

3. Mr. Kanwaljit S. Nagpal

4. Mr. Rajnikant J. Karavadia

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

Vigil Mechanism for Directors and Employees

The Company pursuant to section 177 of Companies Act 2013 read along with the rulesmade thereunder and Regulation 22 of SEBI LODR have established vigil mechanism forDirectors and Employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The scope of thepolicy is that it covers any alleged wrongful conduct and other matters or activity onaccount of which the interest of the Company is affected and is formally reported byWhistle Blower(s). The Whistle Blower's role is that of a reporting party with reliableinformation. They are not required or expected to act as investigators or finders offacts nor would they determine the appropriate corrective or remedial action that may bewarranted in a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the said Policy are explained in the Corporate Governance Report andalso posted on the website of the Company.

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

Extract of the annual return as provided under sub-section (3) of section 92 ofCompanies Act 2013 as prescribed in Form MGT-9 is given in Annexure ‘B' tothe Directors' Report.

Policy relating to remuneration of Directors Key Managerial Personnel and otherEmployees

In terms of the provisions of section 178 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 of SEBI LODRthe Company duly constituted a Nomination and Remuneration (N&R) Committee comprisingof the following members:

1. Mr. Dineshchandra J. Khimasia (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajnikant J. Karavadia

The N&R Committee identified persons who are qualified to become Directors and whomay be appointed in Senior Management in accordance with the laid down criteria recommendto the Board their appointment and renewal and shall carry out evaluation of everyDirector's performance. The

Committee formulates criteria for determining qualifications positive attributes andindependence of a Director and recommends to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

The Remuneration policy reflects the Company's objectives for good corporate governanceas well as sustained and long-term value creation for stakeholders'. The Policy will alsohelp the Company to attain optimal Board diversity and create a basis for successionplanning. In addition it is intended to ensure that -

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

b) the Executives are offered a competitive and market aligned remuneration packagewith fixed salaries being a significant remuneration component as permissible under theApplicable Law;

c) remuneration of the Executives are aligned with the Company's business strategiesvalues key priorities and goals.

Disclosure of composition of the Corporate Social Responsibility Committee

Disclosure of composition of the Corporate Social Responsibility Committee contents ofthe CSR Policy and the format as provided under section 135 of Companies Act 2013 readalong with Companies (Corporate Social Responsibility Policy) Rules 2014 is provided in Annexure- ‘C' to the Directors' Report.

Particulars of Loans Guarantees or Investments

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

Disclosure of particulars of contracts/arrangements with related parties

All transactions entered into with the related parties are in the ordinary course ofbusiness and are on arm's length basis.

There are no significant related party transactions made by the Company with PromotersDirectors

Key Managerial Personnel or other designated persons which may have a potentialconflict 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 thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee on a quarterly basis.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at http://www.aegisindia.com/Corporate Governances. aspx.

Development and implementation of Risk Management Policy

The Company has constituted a Risk Management Committee which is not a mandatoryrequirement consisting of majority members of Board of Directors comprising of thefollowing members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Dineshchandra J. Khimasia

3. Mr. Kanwaljit S. Nagpal

4. Mr. Rajiv M. Chohan

The Committee lays down procedures to inform Board members about the risk assessmentand minimization procedures monitor and review risk management plan and for carrying outsuch other functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein ofelements 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 thecurrent and future material risk exposures of the company are identified assessedquantified appropriately mitigated and managed to establish a framework for thecompany's risk management process and to ensure companywide implementation to ensuresystematic and uniform assessment of risks related with Oil Gas & Chemicals Logisticsbusiness to enable compliance with appropriate regulations wherever applicable throughthe 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 CorporateGovernance Report forming part of the Board's Report.

Material changes and commitments if any affecting the financial position of thecompany

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

Number of meetings of the Board of Directors

During the year ended 31st March 2016 5 Board Meetings were held on the followingdates:

1. 28/05/2015

2. 11/08/2015

3. 03/11/2015

4. 28/01/2016

5. 10/03/2016

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at Workplace aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behaviour.

During the year ended 31st March 2016 there were nil complaints recorded pertaining tosexual harassment.

Secretarial Audit Report

Pursuant to the provisions of section 134(3) and section 204 of Companies Act 2013read along with the rules made thereunder the Board of Directors of the Company appointedMr. Prasen Naithani of P. Naithani & Associates Company Secretaries in Practice toconduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended31st March 2016 forms part of this Report and is annexed herewith as Annexure -‘D'.

The Secretarial Audit Report confirms that the Company has complied with all theapplicable provisions of the Companies Act 2013 Securities Contracts (Regulation) Act1956 Depositories Act 1996 the Foreign Exchange Management Act 1999 to the extentapplicable to Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI) allthe Regulations and Guidelines of SEBI as applicable to the Company including theSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011 the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 1992 Listing Agreements with the Stock Exchanges and the Memorandumand Articles of Association of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) SEBI LODRthe Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

Appreciation

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

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the authorities of Port Trust Bankers Central and State Government DepartmentsShareholders Suppliers and Customers.

For and on behalf of the Board

Raj K. Chandaria Anish K. Chandaria

Vice Chairman & Managing Director Managing Director & CEO

DIN: 00037518 DIN: 00296538

Place : Mumbai

Dated : 30th May 2016

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