Your Directors present herewith Thirty Fifth Annual Report together with auditedstatement 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 |
The Company could showcase a better performance when compared to previous year andaccordingly turnover has also increased by 38%. The Company continued to strive forreduced debt and positive cash flow and is hopeful of betterment of performance for thecurrent year as there are many projects in the pipeline. The Company has 64 Crores worthprojects in hand as of now and expects to post sales of Rs. 62Crores plus for the yearending March 2019.
The major oil companies continue to invest in Maintenance and capacity expansion everyyear 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 GorakhpurUttar Pradesh as well as about Rs. 11900 Crore in West Bengal on infrastructure andcapacity enhancement project. Bharat Petroleum Corporation Ltd (BPCL) also plans to builda $3 billion petrochemical unit in Rasayani near Mumbai.
Saudi Aramco and the Abu Dhabi National Oil Company (ADNOC) have signed a Memorandum ofUnderstanding (MoU) to jointly develop and build an integrated refinery and petrochemicalscomplex 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.
In order to conserve resources your Directors intent to plough back the profits intobusiness and thus do not recommend any dividend for the year ended 31st March2018.
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. SHARE CAPITAL
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 31.03.2018 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 31 2018 none of the Directorsof the Company hold any convertible instruments of the Company.
During the year under review Mrs. Sajeda Mewawala retires by rotation and beingeligible offer himself for reappointment. Except for these there are no other changes inthe Directors of the Company.
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 COMMITTES 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 Eight (8) 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 12.01.2018.
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 Annual General Meeting and that the Board is authorized to fixthe remuneration as may be determined by the Audit Committee in consultation with theAuditors. In view of this M/s. J. H. Gandhi & Co Chartered Accountants continue asstatutory auditor for FY 2018-2019.
The Auditors Report for the Financial Year ended March 31 2018 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 selfexplanatory 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 were 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 - 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 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) 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 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 ||3.03 |
|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: -0.96%
d. The number of permanent employees on the rolls of the Company: 59 (Excluding KeyManagerial 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 0.24% 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(1)(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 2018 and of the profit for theyear ended on 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 INSIDER TRADING
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.
All Board Directors and the designated employees have confirmed compliance with theCode.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity shares are listed at Bombay Stock Exchange Limited. The AnnualListing fee for the year 2018-19 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.
QUALITY/ SAFETY CERTIFICATIONS
Your Company has obtained the prestigious OSHAS (18001) certification. Your Company isalso ISO 9001& 14001 certified by URS and approved holder of "U" stamp fromASME 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 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.
During the year under review your Company enjoyed cordial relationship with contractorand employees at all levels.
Your Directors express their gratitude for the continued support of
Bankers Government Authorities and Shareholders. Your Directors also place on recordtheir deep sense of appreciation for the commitment exhibited by the Company's 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 |