Your Directors present herewith Thirty Sixth Annual Report together with auditedstatement of accounts for the year ended 31st March 2019.
|FINANCIAL RESULTS || ||(Rs in lacs) |
|Particulars ||As on 31.03.2019 ||As on 31.03.2018 |
|Sales Turnover ||6005.95 ||5003.00 |
|Profit / (Loss) before Depreciation and Interest ||588.13 ||587.53 |
|Less: - Interest ||399.38 ||417.53 |
|Less: - Depreciation ||63.54 ||64.70 |
|Net Profit / (Loss) before Tax ||125.21 ||105.30 |
|Less: - Tax || || |
|- Current tax ||42.94 ||45.90 |
|- Earlier Tax ||1.00 ||33.11 |
|- Deferred Tax Liabilities / (Assets). ||(18.96) ||17.28 |
|Net Profit after Tax ||100.22 ||9.00 |
|Profit / (Loss) brought forward ||938.41 ||929.41 |
|Balance Carried to Balance Sheet ||1038.63 ||938.41 |
The Company could almost achieve the target it set last year of reaching sales turnoverof Rs. 60 plus crores. It had posted a turnover of Rs. 60 crores for the year ended 31stMarch 2019 an increase of approx. 20% than the previous year turnover. As on today theCompany has got nearly Rs. 100 Crores worth projects 'under execution' and is hopeful ofposting sales turnover of Rs. 70 to 75 Crores in the current year.
Energy demand of India is anticipated to grow faster than energy demand of all majoreconomies on the back of continuous economic growth. Consequently India's energy demandas a percentage of global energy demand is expected to rise to 11 per cent in 2040.
BPCL-Kochi Refinery's second petrochem project to start in 2022.
BPCL-Kochi Refinery is going ahead with its second petrochemical project to producepolyols at an investment of Rs 11300 crore. An import substitute polyols are used in theproduction of polyurethanes used in diverse products such as automotive seats mattressesand shoes soles.
CPCL plans Rs. 27460-cr refinery to cater to south India's BS-VI vehicles.
Indian Oil Corporation's (IOC's) group company Chennai Petroleum Corporation Ltd.(CPCL) is planning to set up a greenfield refinery at Nagapattinam at in Tamil Nadu acost of Rs. 27460 crore. The products including motor spirit (MS) and high speed diesel(HSD) which will be produced from the refinery will help meet the latest BS-VIspecification in the southern states.
The new refinery will be part of the Government of India's plan to set up a petroleumchemicals and petrochemicals investment region (PCPIR) in this region.
IOC gets "green nod" for storage and distribution terminal in Telangana.
The Expert Appraisal Committee under the Environment Ministry has given "greensignal" to Indian Oil Corporation Ltd. for setting up a grass root petroleum storageand distribution terminal in Telangana.
The proposal involves setting up petroleum storage and distribution terminal comprising28 tanks with combined capacity of nearly 165 million litres with an investment outlay ofRs. 570 crore at Malkapur village Yadadri district.
The Ratnagiri Refinery & Petrochemicals Ltd. (RRPCL) in Maharashtra.
India's Global Oil majors - IOCL BPCL and HPCL - are joining hands to build theworld's largest Integrated Refinery-cum- Petrochemicals Complex near Rajapur in Ratnagiridistrict of Maharashtra.
With an investment of up to US$ 44 billion (Rs.3 lakh Crore) the 60 million tonnes perannum refinery is a major step towards creating a secure future that provides access toefficient and sustainable energy and value-added products.
In order to conserve resources your Directors intend to plough back the profits intobusiness and thus do not recommend any dividend for the year ended 31st March 2019.
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 ofoperations 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 isprovided as a separate section forming part of the Annual Report.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
The Authorized Capital of the Company is 40000000 Equity shares of the Company ofRs. 4/- each and the paid capital of the Company as on 31.03.2019 is 19036400 Equityshares of the Company of Rs. 4/- each.
During the year under review the Company has not issued shares with differentialvoting rights nor has issued any sweat equity. As on March 312019 none of the Directorsof the Company hold any convertible instruments of the Company.
During the year under review Mr. Murtuza Mewawala retires by rotation and beingeligible offer himself for reappointment.
In terms of the requirements of the Companies Act 2013 the Independent Directors ofthe Company were appointed for a period of five years on at the 31st Annual GeneralMeeting held on 26th September 2014. Such term of appointment of the IndependentDirectors shall come to an end at the conclusion of ensuing 36th Annual General Meeting.In view of the same the Board of Directors have on the basis the recommendation of theNomination and Remuneration Committee proposed to re-appoint Mr. Shailesh Dhimantlal ShahMr. Tribhuwan Nath Tripathi and Mr. Sajjadhussein M. Nathani as the Independent Directorsof the Company for a second term. A resolution proposing re-appointment of IndependentDirectors of the Company for the second term of 5 years i. e. upto the conclusion of 41st
Annual General Meeting of the Company pursuant to Section 149(6) of the Companies Act2013 forms part of the Notice of Annual General Meeting.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMUTES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The results of the evaluationare satisfactory and adequate and meet the requirement of the Company.
Pursuant to Section 134(3)(b) details of Board meeting held in the year is reflectedin the Corporate Governance Report.
During the year Ten (10) Board Meetings and Four (4) Audit Committee Meetings wereheld. The details of which are given in the Corporate Governance Report. The interveninggap 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 withSchedule VI of the Companies Act 2013 was held on 25.02.2019.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is posted on the website of theCompany.
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices a separate section on CorporateGovernance is provided as part of this Annual Report.
M/s. J. H. Gandhi & Co Chartered Accountant were appointed as the statutoryAuditors for a block of 5 years to hold the office till the conclusion of the 39th AnnualGeneral Meeting and that the Board is authorized to fix the remuneration as may bedetermined 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 FY2019-2020.
The Auditors Report for the Financial Year ended March 31 2019 does not contain anyqualification reservation or adverse remark.
As required under the new Companies Act 2013 the Company has appointed an InternalAuditor. The other observations of Auditors are self-explanatory in the notes referred toby them.
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 Directorshas appointed M/s. ND & Associates a firm of Company Secretaries in Practice toundertake the secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "Annexure A."
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed 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 InternalFinancial Control with reference to the financial statement was adequate and operatingeffectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors has formulated a Whistle Blower Policy in compliance with theSection 177(10) read with Regulation 22 of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015. The Company has a vigil mechanism to deal with instance offraud and mismanagement if any. The policy is in place and the Company has uploaded thesame to its website.
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 134 (3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is given hereto and forms a part of thisreport.
Form for disclosure of particulars with respect to Conservation of Energy.
|Power and Fuel Consumption ||Current year 31.03.2019 ||Previous year 31.03.2018 |
|1) Electricity || || |
|Purchase Unit (KWH) ||2.84 ||2.41 |
|Total Amount (Rupees in lacs) ||28.65 ||26.43 |
|Rate per Unit (Rupees) ||10.08 ||10.99 |
|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 foryour Company. Employees are also encouraged to give suggestion that will result in energysaving.
As prescribed under the Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is not applicable as there is no technology absorptionadaptation and innovation made by your Company in the goods manufactured.
FOREIGN EXCHANGE EARNING AND OUTGO
| ||Rs. in Lacs |
|i) CIFValueof Imports ||NIL |
|ii) Expenditure in foreign currency ||NIL |
|iii) Foreign Exchange earned ||NIL |
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are given below:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Executive Director ||Ratio to median remuneration |
|Hasanain S. Mewawala ||2.96 |
|Non- executive Directors ||Ratio to median remuneration |
|NIL ||NIL |
b. The percentage increase in remuneration of each director chief executive officerchief 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 financialyear: 2.15%
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 themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase made in the salaries of employees was around 0.53% afteraccounting for promotions and other event based compensation revisions. There is no changein managerial remuneration.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
Pursuant to Rule 5(l)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and Senior Management is as per the Remuneration Policy of yourCompany.
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 ofManagerial 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 onthe website of the Company.
The Company does not have any subsidiary.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
DIRECTORS' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIESACT 2013
The Directors state that: -
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2019 and of the profit for the year endedon that date;
c) The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal controls are adequate and were operating effectively.
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.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Industrial Relations continued to be harmonious throughout the year under review. Manyinitiatives have been taken to support business through organizational efficiency processchange support and various employee engagement programs which has helped the Organizationachieve higher productivity levels.
PREVENTION OF INSIDERTRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance beyond threshold limit mentioned in the policyfor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow 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 fairdisclosure of unpublished price sensitive information and has uploaded the same on theofficial website of the Company. All Board Directors and the designated employees haveconfirmed compliance with the Code.
Expo Gas Containers Limited
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity shares are listed at Bombay Stock Exchange Limited. The AnnualListing fee for the year 2019-20 has been paid.
None of the Directors of the Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired 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 asAnnexure 'B'.
Your Company has obtained the prestigious OSHAS (18001) certification. Your Company isalso ISO 9001& 14001 certified by URS.
COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has constituted Internal Complaints Committee under and as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year under review no instance of compliant or report under the said Act wasregistered in any of the units of the Company.
CORPORATE SOCIAL RESPONSIBILITY
As per the Section 134 (o) Corporate Social Responsibility is not applicable to ourCompany. INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with contractorand employees at all levels.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain an industry leader.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers and othersassociated with it.
.Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.
| ||For and on behalf of the Board |
| ||For Expo Gas Containers Limited |
|Place : Mumbai ||Sd/- |
|Dated : 13.08.2019 ||(Hasanain S. Mewawala) |
| ||Managing Director |