Your Directors present herewith Thirty Ninth Annual Report together with auditedstatement of accounts for the year ended 31st March 2022.
(Rs. in Lacs)
|Particulars ||As on 31.03.2022 ||As on 31.03.2021 |
|Sales Turnover ||7264.26 ||4817.28 |
|Profit / (Loss) before Depreciation and Interest ||566.38 ||519.86 |
|Less: - Interest ||400.18 ||403.75 |
|Less: - Depreciation ||53.15 ||55.88 |
|Net Profit / (Loss) before Tax ||113.05 ||60.23 |
|Less: - Tax || || |
|- Current tax ||74.13 ||25.42 |
|- Earlier Tax ||14.21 ||21.33 |
|- Deferred Tax Liabilities / (Assets) ||-34.81 ||255.06 |
|Net Profit after Tax ||59.51 ||-241.58 |
|Other Comprehensive Income ||-4.25 ||0.00 |
|Net Profit after Tax & Comprehensive Income ||55.26 ||-241.58 |
|Profit / (Loss) brought forward ||832.70 ||1074.28 |
|Balance Carried to Balance Sheet ||887.96 ||832.70 |
MANAGEMENT OUTLOOK FOR THE YEAR 2022-23
As we enter this next phase of the recovery the future is unfolding. The chaos anduncertainty brought in by the pandemic compelled people to redefine and reconsider themeaning of their work time finance and health. With the evolving dimension of ourlifestyle people have started shifting their focus on asset and wealth management tosecure the future of their families. The economy is already in the mode of bouncing backand with many projects in the oil & gas sector in pipeline we are hopeful of goodrecovery and growth in the current year. The company is expected to touch a figure of Rs.85 Crores for the upcoming year.
FUTURE OUTLOOK - A PERIOD OF TRANSFORMATION
As we move into 2022 many oil and gas (O&G) companies are looking to reinventthemselves by practicing capital discipline focusing on financial health committing toclimate change and transforming business models. The positivity of such changes isreflected in our survey where nearly two-thirds of O&G executives state they'rehighly positive about strategic changes made by their organizations.
However in spite of many hurdles the Company managed to post a sales turnover of Rs.72.64 Crores during the year ended March 2022.
We see a positive impact of this on our Business and enter into the Financial Year2022-23 with optimism. Some interesting Orders have been booked in this financial yearalready and we look forward to the same trend to continue.
Oil demand in India is projected to register a 2x growth to reach 11 million barrelsper day by 2045.
Diesel demand in India is expected to double to 163 MT by 2029-30 with diesel andgasoline covering 58% of India's oil demand by 2045.
Consumption of natural gas in India is expected to grow by 25 billion cubic metres(bcm) registering an average annual growth of 9% until 2024.
India aims to commercialize 50% of its SPR (strategic petroleum reserves) to raisefunds and build additional storage tanks to offset high oil prices.
In October 2021 the Union Ministry of Petroleum & Natural Gas approved a revisedproject cost of Rs. 28026 crore (US$ 3.8 billion) to increase refining capacity-for theongoing Numaligarh Refinery Expansion Project - from 3 mmtpa to 9 mmtpa.
SUPPORTIVE FDI GUIDELINES
In July 2021 the Department for Promotion of Industry and Internal Trade (DPIIT)approved an order allowing 100% foreign direct investments (FDIs) under automatic routefor oil and gas PSUs.
The Government has allowed 100% Foreign Direct Investment (FDI) in upstream and privatesector refining projects.
In the Union Budget 2022-23 the customs duty on certain critical chemicals forpetroleum refining were reduced.
In November 2021 the government set up a committee to work out measures needed to makenatural gas available to power plants at reasonably stable prices.
The Company is actively participating in the tenders for following projects which arealready awarded to different Project Consultants/EPC Contractors
> Indian Oil Corporation P-25 project at Panipat Refinery.
> Cauvery Basin Refinery project of Chennai Petroleum Corporation Ltd.
> Numaligarh Refinery expansion project.
> Indian Oil Corporation Barauni Refinery Coker-B Revamping project.
Given the experience of the last 2 years and the prevailing volatility in the marketsthe Company strongly felt that it is important and relevant to conserve the resources andretain the profits to overcome any unforeseen difficulties due to the pandemic or anyother global situation that could arise. Hence the Company will not be declaring anydividend.
TRANSFER TO RESERVE
The Company has not transferred any amount to the Reserves during the year. MANAGEMENTDISCUSSION & 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.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There are no material changes affecting the financial position of the Companysubsequent to the close of the FY 2021-22 till the date of this 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 31.03.2022 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 2022 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 re-appointment.
During the year there were changes in the constitution of Board. Ms. Fatema Bundeallyresigned & Mrs. Sayada Mukadam is appointed as an Additional (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 ofindependence and that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influencepursuant to Regulation 25 of the Listing Regulations. Further declaration on compliancewith Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules 2014as amended by Ministry of Corporate Affairs ("MCA") Notification dated October22 2019 regarding the requirement relating to enrolment in the Data Bank created by MCAfor Independent Directors has been received from all the Independent Directors.
In terms of Regulation 25(8) of the SEBI (LODR) the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties.
Based on the confirmation / disclosures received from the Directors the followingNonExecutive Directors are Independent as on March 31 2022:
1) Mr. Venkateswaran Chittoor
2) Ms. Fatema Bundeally
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. In a separate meeting ofindependent directors performance of non-independent directors the Board as a whole andthe Chairman of the Company was evaluated taking into account the views of executivedirectors and non-executive directors. The results of the evaluation are satisfactory andadequate 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 Nine (9) Board Meetings Four (4) Audit Committee Meetings One (1)Nomination and Remuneration Committee Meeting and Five (5) Stakeholders RelationshipCommittee Meetings were held. The details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe 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 07th March 2022.
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 their
remuneration. 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 39thAnnual General Meeting. Now at the ensuing 39th Annual General Meeting it is proposed toappoint M/s. K. S Shah & Co. Chartered Accountants (Firm Reg. No. 109644W) from theconclusion of the Thirty Ninth (39th) Annual General Meeting until the conclusion of theForty Fourth (44th) Annual General Meeting for the financial year 2026-2027 and that theBoard is authorized to fix the remuneration as may be determined by the Audit Committee inconsultation with the Auditors..
The Auditors Report for the Financial Year ended March 31 2022 does not contain anyqualification reservation or adverse remark.
As required under the new Companies Act 2013 the Company has appointed Mr. SunilSawant 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 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.
PARTICULARS OF LOAN GUARANTEE & INVESTMENTS
The particulars of loans guarantees and investments as per Section 186 of the Act bythe Company have been disclosed in the financial statements.
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 31.03.2022 ||Current year 31.03.2021 |
|1) Electricity || || |
|Purchase Unit (KWH) ||1.87 ||1.77 |
|Total Amount (Rupees in lacs) ||21.57 ||23.95 |
|Rate per Unit (Rupees) ||11.56 ||13.51 |
|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 ||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 ||14.59% |
|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: 14.59%
d. The number of permanent employees on the rolls of the Company: 58 (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 14.58 afteraccounting 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 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)
? The said remuneration paid to Managing Director was duly approved by the members inpursuance of applicable provisions of Companies Act 2013.
? The CFO is not claiming any remuneration from the Company.
? The Board hereby affirms that the remuneration is as per the remuneration policy ofthe Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12of the Companies (Management and Administration) Rules 2014 (as substituted by theCompanies (Management and Administration) Amendment Rules 2021 dated March 05 2021) acopy of the Annual Return is available on the website of the Company at www.expogas.com
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 2022 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.
Right since the outbreak of COVID-19 pandemic the Company took immediate measures forthe safety and well being of the employees and workmen.
First amongst the safety measures were that the employees were given the facility of"Work From Home" and for that purpose individual employees were given"Laptops". This facility of Work from Home was continued for some time evenafter easing of lock down restrictions. Once the employees were started reporting to theoffice proper sitting arrangements were made in compliance with Covid-19 protocols withproper sanitization. It was made sure that proper and periodic sanitization/disinfectantof the Office and factory premises were being carried out.
Standard Operating Procedures (SOP) with respect to COVID pandemic were prominentlydisplayed in Factory premises for creating awareness among the workers and it was alsomade sure that all the staff/ workers are strictly adhering to the SOPs while in thepremises. Staff and workers were thoroughly screened before entering into the premisesfor any symptoms of disease.
Coordinated efforts were made to make sure that every employee gets vaccinated.
Some other important measures adopted by the company to instill confidence among theemployees were :
1. Group Mediclaim policy with coverage of Covid-19.
2. Relaxation in working hours for employees coming from long distance.
3. Alternate days attendance in office.
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.
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.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity shares are listed at Bombay Stock Exchange Limited. The AnnualListing fee for the year 2022-23 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'.
QUALITY/ SAFETY CERTIFICATIONS
Your Company has obtained the prestigious OHSAS 45001:2018 certification. Your Companyis also 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 || |
|Dated : - 12.08.2022 || |
| ||Sd/- |
| ||(H. S. Mewawala) |
| ||Managing Director |